The Story of Doctor Whooves and Ditzy Doo
by The Imperator 2 you
Summary: The Doctor has been in Ponyville for a while now, and all the excitement and constant adventures have settled down now, leaving the Doctor and his ever present assistant Ditzy Doo to enjoy the peace and quiet. However this little vacation will soon end. For the doctor is about to face a whole new battle, one that might very well bring about the end between him and Derpy.
1. Prologue

Prologue

/watch?v=RxrzWP-oWwo

Well hello there ladies and gentlemen, it's been a long time hasn't it since the last time you visited the Golden Playhouse. It's a real pleasure to see you all again. Now before we actually begin the show, I want you all to do me a favor and copy that link above and paste it into youtube, after all, when a story is about to be told, the proper music sets the mood.

I'll just wait till you've copied it and then I'll begin…..

…

You copied it yet?

Good. Now then, welcome back to the Golden Playhouse boys and girls, I am your host, the lovely star of this establishment, Anasi. This is my first night here, so go easy on this girl alright? Now that we're all introduced, what say we get this little show on the road and kick off this night with our first story shall we?

Tonight's story comes from across the plains of space and time itself, and it involves quite a pair of individuals: a pair of Quadrupeds from the planet of Gaia, in the country of Equestria. Oh my what lovely names aren't they? Now our story is centered on these two ponies, a handsome stallion that is known far and wide, as the Doctor. Our second actor is his lovely travelling companion, by the name of Ditzy Doo, though she permits him to call her by her more common name of Derpy. Oh quite a pair aren't they?

These two have been together for quite some time, the Doctor showing her the wonders of the universe, travelling in space and across time, all inside a blue box that's bigger on the inside then it appears. Oh I can see myself doing something more inside that box with a handsome stallion like him.

Forgive me but I just can't help myself.

Now a few years have gone by since these two first met that day when the Doctor found himself in Equestria with hooves instead of hands. Ditzy was there from day one, helping the doctor every step of the way. However after that much time has passed, the doctor still remains in equestrian, despite the fact that he tends to leave his companions after some time, perhaps there's a reason he still remains? You can't blame him when he's got that lovely little thing in his little life to talk to. She's so sweet and innocent and with a dash of intelligence to boot, the lucky dog, or should I say stallion in this case.

In any case, our lovely Ditzy and her interesting eyes see the Doctor every day, although her vision of him seems to be different nowadays. I won't tell you how old she is; after all you never ask a lady her age, but you can rest assure yourselves that she sees this handsome stallion in a very different light then what she thought when they first met. However the Doctor doesn't seem to share this vision, or perhaps he does and he just isn't sure what those feelings are. In any case over the next week, he will definitely change his opinion because this is where our story begins, with the Doctor and Ditzy sharing a lunch muffin at the Sugar Cube in Ponyville. Little Ditzy is going to be asking the Doctor a few carefully chosen and well worded questions to find out just what she is to him.

Watch out Doctor, that's dangerous territory to be in.

Now let's not get hasty boys and girl, after all a good story takes time to tell, and it's appropriate that we all are good and ready, so go and get yourself some snacks, grab a drink from the bar, and hey, bring a pillow and blanket in. The Golden Playhouse and I will happily wait for you all to settle in.

A word from me though, if you ever see a link at any point in the story, make sure you have your sound up good and well, because the publisher of this lovely piece tends to forget that music isn't very loud at first. But the songs will set the mood of the story, so make sure you click those links.

-Also a little disclaimer boys and Girls for those who might be a little picky about this stuff, so I'll keep it short for you all, so we can get back to the story. Catherine is the property of Atlus. Doctor Who is property of the BBC. My Little Pony is property of Hasbro. All rights are reserved for these lovely tittles.

Now when you all get back I'll start telling the story, of Doctor Whooves, and Ditzy Doo.


	2. Night One

Night one, The Underground Cemetery

Ditzy was doing everything in her power to hold her wings down as she remembered everything that she had spent all of last night practicing. A little over a week remained before Hearts and Hooves day would be in Ponyville once again, and this time she planned to spend it with a very special stallion. A stallion that was so incredible, so amazing, and so impeccably capable that if every mare knew who he was, they wouldn't hesitate to try and claim him as their own. However that wasn't going to happen, not if Ditzy Doo could say anything about it. Sure she wasn't exactly the prettiest pony around, nor was she the smartest. In fact she was probably the clumsiest in all of Gaia, getting lost at least a dozen times a day without someone there to keep her on track. Her eyes weren't exactly helpful either with the way her right eye constantly wandering and not listening to her when she wants it to focus.

However that wouldn't stop her from trying to achieve what she was preparing to do this day. A little clumsiness and misdirection or acting up eyes weren't going to stop her. She had spent the better part of yesterday afternoon preparing some questions that were geared toward a single objective, and all of last night was spent practicing them while staring at a picture of this stallion in order for her to get used to that face of his without blushing. However there was a big difference between staring at a still picture that was completely lifeless and had no clue you were there, to actually asking the real life version of the stallion the picture portrayed. But that didn't matter to her, she had been preparing for this, for this single most important moment of her entire life.

The moment she asked the Doctor on a date.

The Doctor, a chestnut colored earth pony just slightly taller than she was; with an hourglass cutie mark was the single most incredible stallion in the entire universe. He was the smartest pony in anywhere, he was braver then anypony that came before her or would come after her, and in Ditzy's opinion the most handsome creature ever in existence. When he first appeared before her in that strange blue box, she had thought he was a strange pony, almost crazy. However that was before she got to know him, because after she entered that box and went around the universe with him, she had changed her entire opinion on him an entire 180*. Now after all this time, he was still there and it had been a few months since their last adventure. Still that didn't matter to her.

She loved this stallion, loved how he cared about ponies he never knew, would sacrifice himself to save the life of a stranger without hesitation, and would always come to save the day no matter what. Her greatest wish, if he was willing to grant it, was that he and she would spend their lives together as a couple. He was the only stallion who she knew, and he was the only pony she had ever cared so much about that she would do anything he asked her to do without hesitation.

The Doctor was busy munching on a freshly made muffin that she had spent all morning preparing a batch for just this moment. He loved her muffins; they tasted better than anything the Cakes had ever made for them he had told her one time. Now she put her muffins to the test as she tried to use them to get his attention.

She was glad that the Doctor was so busy with the muffin; because she was having so much difficulty controlling herself that, had he looked at her then and there, he would have seen her wings fighting to flare up and her cheeks constantly blushing.

After he finished one muffin she had managed to control her wings and her cheeks stopped blushing at last, and remembered her questions that she was supposed to be asking him. She gathered her courage, pulled out a second muffin from her bag at her side, gave it to him and took a deep breath before asking one of the questions she had practiced. "Here you go Doctor. So what do you think of the muffins?"

"Thank you Derpy. They are simply wonderful." The Doctor said as he accepted the new muffin from her, which drew a smile out of Ditzy. "So what is it that you wanted to talk about?"

"Wha… what do you mean?" Ditzy stuttered. She had expected that he would figure something was up, but it still took her by surprise every time he anticipated her reasons. She calmed down enough to smile gently and say "I just figured you would like to enjoy some warm muffins for lunch with your assistant."

"Derpy you made your special blueberry muffins with an extra helping of butter. You also took the time to make sure I noticed that you had made your special muffins before actually saying anything to me. Also you're smiling a lot more than usual, so clearly you wanted to ask me something today." The Doctor said in his bouncy yet intelligent voice that never ceased to make her mind question everything around him.

Had she been that obvious she thought. "Well since you uh… mention it there is something I uh… wanted to ask you." She said, suddenly completely forgetting everything she had practiced yesterday. She forgot all the questions she had carefully prepared, all the practice she had done to prevent herself from stuttering just flew out the window in her eyes. "Would you be willing to spend Hearts and uh… Hooves day with me… I mean if you aren't planning… uh… anything?"

"Hearts and Hooves day?" The Doctor asked as he put the muffin down for a moment, thinking about how to answer the question. "Well since we aren't really doing anything, and since the Tardis hasn't tried taking us anywhere for the past month or so, I don't see why I shouldn't enjoy a festival with my trusty assistant. Sure I'd like to spend Hearts and Hooves Day with you."

Ditzy heard only a few of his words fall on top of her one by one. "Assistant", "Like", "You". One right after another they fell on her and she felt both an incredible joy, yet at the same time a pain that wormed its way through her body. He wanted to spend Hearts and Hooves day with her, as Doctor and Assistant.

"Oh I see, just your assistant right?" She whispered to herself as the Doctor happily ate into the second muffin she had made for him. She picked up her muffin and started biting into it, unable to enjoy its delicious taste after hearing what the Doctor just said. She had hoped that after all this time, all the adventures they had shared, all the danger they faced together, and the fact that the two of them were still together even after the adventures across time and space had started to become fewer and fewer, that maybe he had a different perspective on her.

However she guessed that, some things never changed and would never change between them. She decided not to give up though; there was still plenty of time before Hearts and Hooves day. She would convince him to spend it with her, not just as Doctor and Assistant, but as a stallion and a mare, as Doctor and Ditzy. They finished their lunch and left the Sugar Cube, the Doctor preparing to return to the Tardis so he could perform some maintenance, and Ditzy back to her shack so she could prepare for tomorrow.

=Ditzy Doo (Derpy), 4:25 Pm=

/watch?v=Rr7i2gQVO3s

Ditzy returned to her home and put her saddlebag on the floor as she went to her room to lie down. It had been a semi successful day. On one hoof she had succeeded in finally asking the Doctor out on a date, however he probably didn't even realize that she had meant it to be a date. For all she knew the Doctor was probably thinking she wanted to spend the day with him because she had nobody else to spend it with. Which was actually true, there was no other pony she could spend Hearts and Hooves day with. However that didn't matter, all that mattered was that she didn't want to spend it with any other pony but the Doctor!

"Stupid Doctor." She told herself as she undid her mane.

She let her mane flow free as she undid the clasp holding it, the key to the Tardis tied as a knot to hold it back. She remembered him giving this key to the Tardis to her a long time ago, remembering what he had told her. "This is the key to the Tardis Derpy, I want you to have it. You're always welcomed to come inside whenever you want."

She had treasured that simple key every day since she first got it, wearing it first as a necklace, then as a manepiece. Always keeping it with her no matter where she went. She made sure it was safe and secured every minute of the day, and that it was under her pillow every night so that it wouldn't get lost. Of all the beings, pony or otherwise that the Doctor could have given this single gift to, he had given it to her. That meant he had to feel something for her right? Whether that was just a simple sign of trust at one point, it must have grown stronger after all this time. It must have, if the Doctor didn't feel anything for her, she couldn't live with herself if he simply didn't care about her the way she did for him.

"Nine hundred and…. How many years?" She told herself, forgetting how old the Doctor truly was. "Well, I guess I can wait a bit more."

She turned to a picture next to her bed that she always kept close by. It was one of her favorites, a picture of her and the Doctor after they visited the Muffin Planet. Behind her was a mountain of muffins, and the Doctor trying to avoid being crushed as they were about to fall on him. "He's worth it, definitely worth more than all the muffins on this or any world."

Her thoughts were how she wished, if she could have ANY wish granted, even if her life would end the next day afterwards, she wished that the Doctor would love her, and ask her to marry him some day.

=The Doctor, 4:47 pm=

The Doctor returned to the Tardis, and again thought about everything that Ditzy had said and hadn't said that day to him in the Sugar Cube. "Oh ditzy what is it that you are trying to tell me?" He said to himself as he opened the door to the Tardis and walked in. The inside of the Tardis was just as he had left it, and seeing no reason to perform maintenance that was clearly not needed, he decided to go to his library and read up on some of the books that he had found buried in his mess of a room. He picked one up and started reading it. It was one of the strangest books that he ever found that he had no idea he even had it to begin with. It was a book about sheep, a Shepard, and a path they were taking. The story was fascinating in that, by the very sound of the characters it seemed that the Shepard was supposed to be leading them and taking care of them along this path. However it was the sheep's job to actually walk the path and not stray, yet still sheep strayed, and when they did they died to all the dangers that would happen when walking off the path.

He wondered why the Shepard didn't try to save any of the sheep, but every time he asked that he couldn't conceive of an answer. He had read the first chapter again and again but for some reason he couldn't find it in himself to read the second chapter until he read the first chapter again. He read it for the sixth time and nothing changed in the contents as the story opened up with how they began their path down the road, with all the sheep following the Shepard in fear of what was outside the path.

Some of the books he had with him were from his past regenerations when he looked human, but he couldn't remember ever picking up this book in his travels. Remembering his past regenerations brought up memories of his past, and how he missed his old universe. He missed being human at many times, however he found life in this world was definitely worth staying for. However he was staying not to enjoy life in Equestria, but to protect these ponies for as long as his lives would permit him. The fact was that these ponies were so gentle, so peaceful and so trusting that they were their own worst enemy. If any dangerous entity wanted to take advantage of them it would be child's play to do so.

A kind word here, a favor there, a smile here and there would have half of Ponyville alone in the palms of their hands. He simply had to stay to make sure nothing horrible happened to anyone there. It wasn't just his obligation that he felt he needed to stay, there was another reason entirely. One that he himself was having difficulty admitting to himself, and was unwilling to accept because if he did, he would have no more reason to leave then to simply run away from yet another problem he was unwilling to face.

He had a crush on his assistant. Ditzy may be directionally challenged to say the least, and might break half a glass shop just by sitting on a chair, but she was still a remarkable pony. Her eyes sparkled with an innocence that portrayed a soul that trusted him absolutely. He saw in her a creature that, if he asked her, would walk across a tiny bridge barely held up by thin ropes if he told her that it was completely secure. Her eyes told her that, despite the way they move this way and that, they trusted him and appreciated him more than any other being he had ever encounter him ever did.

He also saw a mare that had been abused for much of her life, called names and made fun of by others because of the way her eyes acted and by how no matter what she did she did, somehow she always managed to destroy something in one form or another. Whether it be dropping a piano from the sky, or forgetting directions to a home that she was delivering mail to, something bad always happened because of her. Still that mare found a way to smile and be happy despite all of this, and this above everything, was what he found amazing about her.

She was one of the cheeriest when she had every right to be sad, kind and gentle when she had every reason to be cruel and mean, and caring when she could very well be selfish. Everything about her screamed that she should have a dark side, and yet when the Doctor looked into her eyes, watched her every action. He saw that it was done out of love, friendship, and trust, without even a tiny hint of selfishness or some hidden agenda to her own ends.

He suddenly felt extremely tired and he looked over at the clock to see the time.

=11:32 pm=

"No wonder I'm so tired, look at the time." He said as he got up on his hooves, put the book on the ground and prepared for bed.

After a few minutes he had turned the lights off, whispered good night to the Tardis as he did every night and soon drifted off to sleep as he lay down onto the softness of his pillow. His final thought was of how Derpy had acted before she asked him about Hearts and Hooves Day, and how she acted after hearing his response.

"I should have said it differently now that I think of it." He whispered as his eyes closed slowly and he felt himself falling asleep. "Perhaps my assistant… would prefer… if I said, as friends maybe." He said before he fell asleep.

/watch?v=2OtDLPKvEFM

He felt himself fall asleep and then suddenly, a huge rumbling and shaking woke him up. He awoke thinking that the Tardis was taking him somewhere for the first time in over a month, but what he saw was completely different. He found himself lying on a hard surface, looking around he saw himself lying on top of what appeared to be a block. Around it were more blocks, and behind him more blocks and above him, stacked on top of one another were blocks of all the same size and shape. This, tower of blocks, for he had no other words to describe it, went on and on. Around him, a cylindrical place that looked to be made of dirt, unnamed tombstones and dead trees, all of which looked completely out of place yet still fit together perfectly.

"What the… Where am I?" He said, but at that moment, the tower shook and he heard the sound of something breaking below him. He looked over just in time to see that a layer of blocks from below had broken off, and fallen into what appeared to be a black abyss. The blocks fell forever, until the darkness completely covered them. A few moments later the tower shook yet again, and another layer of blocks fell away, leaving only a few layers between him and the abyss.

"What is going on?" He shouted as he backed away from the edge as the tower shook again and he heard the sound of another layer breaking away.

He looked up and saw that while the lower section of the tower was falling away, the upper section was still solid. Something told him that he did not want to fall into the abyss, it told him that if he fell down there then he would die, he didn't know how or why but he felt and knew that it was the truth! He only had one idea that came to mind, because there was literally no time to think about why he was here, that something that told him not to fall into the abyss also told him to climb that tower, and he agreed with it!

"Once you've hit rock bottom, the only way to go is up!" He shouted, and jumped onto the layer of blocks above him. He started climbing the tower, one block at a time and one layer at a time. He held on tightly when the tower shook and he heard the blocks falling away. He kept climbing and climbing, not running out of breath, but feeling like he was getting nowhere.

As he climbed onto another layer of blocks, he looked around for the next layer, only to see that there wasn't another layer to jump onto. He looked to his left and right, and above but there was nothing for him to jump to that was in reach. The next layer that was climbable was at least 4 layers above him.

"Now what?" The Doctor asked himself as he racked his brain when the tower shook again. "Come on think Doctor, think!" He shouted as the sound of blocks breaking away sounded again. He thought and he thought until after the fourth shook drove him to just smack the block he was standing next to out of frustration.

The block moved effortlessly, and very far. But he also saw that several blocks behind had also moved with it. He saw this and an idea struck him, grabbing the block to his right he pulled on it with his hooves and felt pride as he saw it slide easily into place. He jumped on it, then over to the other side and pushed it to the left. He climbed that block and after experimenting with how the block didn't fall even though nothing was under it, he created a small staircase using individual blocks to reach the next level.

"Score one for the Doctor!" He cried, but another jolt changed his mind as he noticed that, with all the time he took to make his staircase, the layers of block below him had severely diminished in quantity, only 2 layers had remained between where he was before and where he is now.

"Okay Doctor, less gloating more climbing!" He said to himself as he jumped up to the next block.

He continued climbing one layer at a time, never stopping and never breaking. Whenever he came across another difficult situation like earlier, he used his newfound knowledge to create a staircase to the next reachable layer. In this manner he stayed ahead of the falling block layers, but they always started catching up when he slowed down to make a staircase. He climbed and climbed, feeling like he was getting nowhere, but unwilling to let himself fall into the abyss for fear of what would happen. Still he climbed; with no end in sight he continued to climb that tower.

He took a chance and looked down and saw that the blocks falling away were now some distance, but that didn't deter his speed as he climbed onto the next layer. Finally after what seemed like an eternity, for it did indeed feel like an eternity, he heard something that seemed to give him hope.

He heard a bell ring from above him. He looked up and saw, several layers higher, a glowing white light, and it was from that light that the sound of the bell was ringing. He also noticed that the tower of blocks stopped at the light, and he heard again the sound of the blocks breaking away below him.

He climbed faster, something telling him that THIS was what his goal was. He had to reach it, had to reach whatever that light was, and he had to get to it to escape this nightmare, for there was no other words to describe it. He kept climbing, getting closer to the light until he saw that the light was actually a bell, hanging over a door.

He didn't know what this place was, but he saw the door and something inside him beckoned him to get to it, to open the door. He didn't need to be told twice.

He raced upwards, and he opened the door. Not caring what was on the other side. The light inside the door blinded him and he felt himself walk through it. As the door closed behind him, he could have sworn he heard the sound of someone clapping, and the words "Congratulations little lamb."


	3. Night Two - The Forgotten Eyes

Night Two, The Prison of Despair

**/watch?v=j1Ie5ifFu2A**

The Doctor woke up so suddenly and so violently that he fell completely out of bed. He was sweating so much that he felt he could have created a brand new river system for Equestria on his own. However that was nothing compared to how he felt at the moment. He tried to remember what happened last night, and soon everything started getting pieced together. He remembered having lunch with Derpy, he also remembered her asking him to attend Hearts and Hooves day with her. He remembered going back to the Tardis and reading a book before going to sleep.

"Nightmare." He whispered to himself as he steadied his breath. It had been a long time since he had truly been terrified, least of all to a nightmare. "Well that was certainly the first nightmare I have had in a good while. Hope I never have it again, that was scary even if I can't remember what it was entirely."

The Doctor checked his clock to see what time it was.

=11:45 Am=

"Well I suppose I should be expecting Derpy to arrive any time soon. She usually shows up at around this time." The Doctor said, using his blanket to wipe away all the sweat. He decided to swim in the pool to cool himself off, and then afterwards take a bath to get rid of the smell.

Ten minutes later the door to the Tardis opened just as the Doctor got out of the bath and was drying himself off.

"Doctor it's me!" Derpy called as she walked through the door. It didn't matter how many times she walked through that door, she was amazed by the size of the Tardis being bigger on the inside then it looked on the outside. "How are you feeling Doctor?" She said as she found him drying off as he entered the control room.

"I've had better nights Derpy, I'll tell you." He said as he smiled at his assistant. No matter what time of day it was, her concern for him always seems to come first. "I'm no worse than that one time we faced a dozen Daleks while trying to return Princess Celestia's 178 year old self to her proper time after they kidnapped her."

"That was rather difficult; I almost lost both my wings when they used their death beams on us."

"I made sure we all got out of their alive didn't I?" The Doctor said jokingly, knowing that it was probably one of Derpy's most terrified moments. She had practically fainted when they finally escaped back to the year 178 with Princess Celestia. She was not too pleased about being abducted by an alien species, but nevertheless promised the Doctor that she would never forget him, even if she lived to be a thousand years.

**/watch?v=_mxHe8T_QVA**

"I suppose you did do that, although I could have…" She started saying when suddenly the Tardis started shaking, and that familiar Vwroop, Vwroop sound started up, indicating that the Tardis was taking them somewhere.

"What the!" The Doctor shouted, running over to the controls and started pulling levers and turning nobs.

"Doctor did you start up the Tardis?" Derpy said as she grabbed the nearest console to steady herself.

"No I didn't, I haven't touched her for at least two weeks, why is she taking us now?" He said as he pulled more levers trying to figure out what was going on.

"Where are we going?" Derpy cried out as the Tardis gave an almighty shake and threw her hallway across the control room.

"I don't know but HANG ON!" He screamed.

A few minutes later, the shaking stopped, and they both realized that they had landed.

"Where are we Doctor, and when are we?" Derpy said as she tried to stop herself from shaking. Her eyes always spun around whenever the Tardis suddenly decided to go somewhere random without the Doctors permission or request.

The Doctor was currently reading something on the console when Derpy asked him, and it took him a few minutes before he responded. "Well there are two good things about where and when we are. Where we are, is Equestria, namely Manehattan. When we are is still the year 1007 of Celestia's reign, so we haven't gone anywhere different. However the third question you forgot to ask is why we are here."

"Why we are here?" Derpy asked. The Doctor always confused her with these strange questions.

"Yes, why we are here. You see Derpy I keep track of the news of nearly every major or well-known city in Equestria, including Manehattan. There is literally nothing, which should have attracted the Tardis to bring us suddenly to this place." He said as he grabbed his sonic screwdriver and pocketed it. "There haven't been any mysterious incidents; crime rate is at an all-time low of 4% and there hasn't been anything remotely close occurring here to that could draw the Tardis here. Which begs the question of why she brought us here?"

"So if there isn't any reason for us to be here, should we just go back home?" Derpy asked hopefully. She always wanted to visit Manehattan, however wherever and whenever the Doctor is, there is almost always some trouble that could end the world as they know it. She just wished that for once, they could go somewhere Romantic or peaceful. All she had wanted to do that day was invite the Doctor out for a Muffin picnic near Sweet Apple Acres. Why did the Tardis have to pick today of all days to go out on a limb to take them on possibly another dangerous trip. "I doubt she brought us here to help my romance problem." She whispered to herself as the Doctor walked to the door and opened it.

They left the Tardis and walked out onto the streets of Manehatten. It was an extremely bustling city, almost an exact pony version of what Manhattan looked like in the Doctor's dimension. Everywhere someone was going somewhere and they were usually in a rush. Nopony paid them the slightest attention as they walked down the street.

"Well Derpy, since the Tardis brought us here, she clearly wants us to solve something, so let's start investigating. You start asking if anything out of the ordinary has happened recently, like ponies going missing or anyone actin oddly. I'll ask if anything has recently changed and not for the better, what say we meet at that bar over there in about Seven hours alright?" He said, pointing with one hoof to a decent looking bar nearby. "The Simple Sheep huh? Sounds interesting for an establishment run by ponies."

"I suppose so. So in about seven hours right?" Derpy asked to make sure she knew what time to meet him back there.

"Yup, seven hours Derpy. Avante!" The Doctor cried.

"Avante!" Derpy cheered.

=Ditzy Doo (Derpy), 2:35 Pm=

"Nothing, not a single thing is wrong here." Ditzy said to herself as yet another pony she asked told her the same thing that the last thirty she had asked said.

"Nothing like that has happened in almost four years, and I hope nothing like that ever does happen."

"So far the only thing that is happening here is that the Doctor and I are wasting our time trying to find any clues as to why the Tardis brought us here. Of all the places the stupid Tardis could have dropped us off; it had to be probably one of the happiest and calmest places in all of Equestria. I doubt Celestia herself could make this place any happier than it is now even if she came here and announced that there would be a week long holiday." Ditzy complained as she looked around for a new pony that she hadn't thought to ask yet. As she looked around she saw evidence of what she should be doing, and what she wished would happen between her and the Doctor. Pony couples walking around together, hoof in hoof for some, all smiling and talking with their significant others.

A few couples kissed embarrassingly as they looked around to see if anyone noticed them. Mares looking at each other, silently competing over who looked better for their stallion. Stallions tried their best not to eye other mares, but occasionally they would slip, which their mares would make sure they paid for dearly. All this was happening because of Hearts and Hooves day being just over a week away.

It seemed like the entire city was telling her a simple yet true statement, she was still single and alone in this city of love and happiness. She tried desperately to focus on her assignment that the Doctor had given her, the sooner she got a lead the faster she could get away from all this. However there was no way to block out all the giggling, the cooing and the whispering as ponies talked to their special someponies. She wished right then and there for a Dalek to appear and start screaming that it would exterminate everyone, anything to break the air of all this love and romance.

"I give up, there is nothing going on here." Derpy said at last, as she started heading toward the Tardis to wait until it was time to meet up with the Doctor.

As she neared the Tardis she overheard a couple of ponies having a heated argument nearby. She listened carefully, hoping to overhear something that might explain why the Tardis had brought them there.

"I thought you said you were going to meet me at Cupcake Hutt an hour ago, do you know how long I was waiting there for you?

"I said I'm sorry, I had to help a colleague of mine from work. It took longer than I thought to help her."

"Her? So your saying there's another mare you seeing besides me?"

"It's not what you think."

Ditzy stopped listening and continued onward to the Tardis. "Well at least I'm not the only mare having stallion problems." She said to herself as she left the two ponies to sort out their problems on their own.

=The Doctor, 5:52 Pm=

"So nothing out of the ordinary has happened at any time in the past four years?" The Doctor asked the police pony.

The Doctor was racking his brain, trying to figure out why the Tardis had brought them here. Nothing had happened recently, not even a sudden spike in pickpocketing. He had gone to the fire department, city hall, the police department. He had asked the mayor, police commissioner, fire department chief, and any official city pony that could give him even a slight lead as to why the Tardis would have brought them there.

Yet his answer from each was the same as what the officer before him said.

"Nothing out of the ordinary has happened for a long time now that you mention it." They said, with varying responses. "It's a good thing to with Hearts and Hooves day coming up; we're hoping it stays this way so that all the couples out there can spend it with their loved ones in peace."

"I see, well thank you anyway sir." The Doctor said as he took out his sonic screwdriver and started scanning for anything even remotely interesting.

It beeped and the Doctor checked the readings and was disappointed by what he saw. "What a big surprise, absolutely nothing out of the ordinary within a five thousand meter radius besides me." He whispered as he pocketed the sonic screwdriver.

"Why would the Tardis bring us somewhere where I am needed, if there is literally nothing wrong here?" He thought to himself as he walked down another street toward where he was supposed to meet Derpy in just over an hour. He hoped that Derpy had more luck finding anything out of the ordinary then he was.

The only thing he had noticed that could possibly be a link to a possible problem was that a few stallions were cheating on their mares at possibly the worst timing of the year. However that was expected, even on this peaceful planet. Every species, even these friendly Ponies, had their rotten apples and bad examples.

He made his way back to the Tardis, thinking that he could at least read the next chapter in the book before meeting Derpy at the bar.

=7:55 Pm=

"So we learned absolutely nothing that could link to the Tardis bringing us here?" Ditzy said as she bit sadly into her muffin. She and the Doctor were at the bar that he wanted them to meet up at. It was late in the day now, and she was happy to see that he had picked a good place to eat because they served free muffins to each couple who walked through. Although the Doctor didn't hear that last part, Ditzy was so happy to hear somepony see them as a couple, even if they weren't one publicly. He asked why the waitress had brought them both muffins as they sat down, which Ditzy quickly made up a story that she had ordered a pair of muffins for them when he went to find a seat.

"Not a single thing, which begs the question again as to why we are here in the first place." The Doctor said as he looked out the window with his hoof on the table next to his muffin. "Oh why oh why did she bring us here, there's nothing wrong here. No alien parasites, no other dimensional beings, not even a hint of a Dalek to get her attention. Why would the old girl bring us here of all places?"

While the Doctor was busy staring out the window, Ditzy was noticing that there were a few couples in the bar as well. She watched several of them holding hoofs, sharing long romantic looks into each other's eyes and a few daring stallions moving close to their mare companions to plant long deep kisses onto their lips. Ditzy longed to do even a fraction of what they were doing. She decided to try her luck, to be a daring mare just like those stallions. She looked at the hoof near the Doctor's muffin and decided to try and hold it.

Her heart raced faster and faster as she inched her hoof closer and closer, ever so slowly so as not to attract his attention. It was just a few inches away when she lost her courage and just tapped the Doctor's whoof instead. "We'll find out why we're here eventually right?"

"Yes Derpy, we'll find out why the Tardis brought us here."

Ditzy smiled warmly as she heard the Doctor's reassuring message to her. No matter how hard things got for her, or how scary the situation may seem, he always found a way to give her the courage and strength to get through it. There was just something about him that made her believe, and not just want to, but truly made her believe in the Doctor's words. She took a chance and leaned her head against the Doctor's shoulder as he pulled out a small book to pass the time.

"What's that Doctor?"

"It's just a book I found in my room. Never even knew I had it." The Doctor said as he turned to chapter two of the book.

The Doctor started reading the new chapter with Derpy reading, though her interest in it was clearly lacking. After about ten minutes of the Doctor silently reading and Derpy starting to fall asleep after a long day, she decided to give in and go back to the Tardis to sleep in her usual room when they were adventuring.

The Doctor read the next chapter and again was fascinated by the story. The next chapter spoke of how he Shepard led the sheep down a path, and how the sheep, though they tried to follow the path and remain together, occasionally a sheep would tend to lose track of the herd as it tried to look around or grew tired and slowed down so much that it was left behind. The fates of these sheep were that they were left behind and eventually killed by the dangers of the unknown, though what killed them remained unknown to the herd. Still the Shepard refused to go back for the stray sheep, instead continuing to lead them on the path.

"Mind if I sit down?" A succulent voice asked him suddenly.

He looked up to see a chestnut colored mare with violet eyes, a clock cutiemark on her rump, and a ginger mane. Her most striking feature however was that she was a Unicorn, her horn the most distinguishing feature about her.

"Sure go ahead." He said, unsure of whom this mare was, but his silly fascination with unicorns could not be contained.

After she sat down, everything became a blur.

_Wake up little lamb, bed time has only just begun_

"What?" The Doctor said as his eyes opened up slowly. After a few seconds they finally focused and he saw everything around him. He was completely surrounded by nothing but shadow and darkness, with the only source of light coming from the outline of a door. The light itself was sinister looking, and looked extremely unwelcoming. It was a purple the purple that was just a shade away from being red, yet it was balanced on a knife's edge that it could be swayed either way. "Where am I?" He called out, afraid to go toward the door, but the shadows seemed to press him forward, forcing him toward it. "What is going on here?"

_If you insist on asking little sheep, then I shall answer your question as you go through the door_

The Doctor, seeing no other way out opened the door slowly as the purple light enveloped the room until it blinded him, and he felt himself pushed through by some unknown force, yet at the same time he felt absolutely nothing!

_This is your next trial, The Prison of Despair; I look forward to seeing if you can survive_

**/watch?v=tlsjqqwHruQ**

He opened his eyes as they adjusted, and could not believe where he was. He was back in the nightmare from last night. He didn't know why or how, but he was back. The giant room that he had climbed through last night was different from where he was this time. All around him were enormous cages stacked on top of each other, capable of holding what could have been giants. The bars of the cages were rusted and covered in dried blood, some of it looked fresh but others were extremely old. In some of the cages were what looked like sheep, some with large horns and others with extremely small horns? The doctor could only guess from this distance. A few dead sheep bodies also littered the bars of some of the ones that he could clearly see.

However it wasn't the cages that drew his attention most, it was the giant blades swinging and swishing at different sections of the walls, which were clearly made of cages. The blades were covered in blood, gore, and a host of other thing that were clearly the remains of creatures that had been cut brutally yet efficiently.

"No way, I'm here again? What am I doing back in this nightmare?" He called out to anyone, hoping that the mysterious voice was listening and would answer him. "What is this place, answer me!"

The Doctor looked around and saw that he was once again, on a tower of blocks like last time. He looked up and saw that it was just as tall, if not taller than the last one, and there were different blocks this time, they were hollow blocks filled with spring loaded spikes from what he could tell. Something told him to avoid stepping on those blocks if at all possible.

The tower shook and he heard the sound of blocks breaking away again, and he knew that was his cue to start climbing. So he started climbing, avoiding the blocks that he dubbed 'trap blocks' whenever he could. He didn't know what they were capable of, but he didn't want to find out.

"Alright Doctor, you can do this!" He told himself, trying to give himself the courage to keep climbing, to not look down and to not panic every time the tower shook and he heard the sound of blocks breaking away and falling into the abyss. "You have run from Daleks, been chased and escaped from Weeping Angels, fought the cyber men and their pony variation, and rescued princess Luna and Celestia. This is nothing compared to that.

He continued to climb, using what he learned from the previous night to climb faster. He had to make his temporary stairways only a few times in order to reach higher levels. He continued to climb until he heard something he did not expect to hear. There was another being climbing his tower, he looked up and saw another sheep pulling a block out so he could climb to the next layer.

The Doctor had never been so happy to see another being before in his entire life; anyone to talk to while climbing this tower was welcomed. He would have been happy to see a Dalek at this point. However the sheep was rather occupied climbing that he didn't even notice the Doctor.

"Hey wait, slow down!" He shouted, rushing to try and catch up to the strange sheep. The moment he got up onto the next layer of block he saw that the sheep was about to climb onto one of the trap blocks that the Doctor had been so careful to avoid. "Wait, don't!" The doctor tried to say, but the instant he said so, the sheep climbed onto the block, and instantly was impaled by the spikes a moment later. The Doctor watched in horror as the sheep noticed its mistake an instant too late, he let out a cry of shock before the spikes impaled him to the point that he was cut into pieces, leaving only blood and pieces of gore where he once was.

The Doctor was in shock, he had developed an instinct to save every life he could. If he had the power to save a life then he pushed himself to do so, but he had never felt so helpless before in any of his regenerations. This nightmare was truly a nightmare for him; he wasn't even given a moment to try and save that poor creature from the trap it failed to notice. He would have given up right there, had it not been for one thought crossing through his mind.

"Derpy, give me strength." The Doctor thought as he started climbing again, avoiding looking at what remained of the sheep he just watched get eviscerated. Only the thought, that one single thought that if Derpy were with him, was watching him as he thought to just give up, she would have pleaded with him to keep going. "For Derpy." He repeated to himself, over and over as he carefully avoided the trap blocks in his climb.

The climb was long, and extremely arduous. Yet still it seemed to never end. Each time he looked up, hoping to hear the bells or see that glimmer of light, he was met with yet more blocks. The tower never seemed to end, never ceased to test his patience. He could feel his confidence fading with each and every layer of blocks he climbed, yet it seemed for each layer he climbed over, another three seemed to appear above him.

"Derpy." He said again.

He climbed and climbed, until finally he heard the bell sound above him. He looked up and saw the light, the miraculous light that told him he was near his goal. He was so happy to see it, that he started climbing faster, but in his haste he forgot to watch for the trap blocks. He only noticed it just as he climbed onto one. He had a split moment before he jumped up, watched the spikes trigger then scatter as they missed their target. He fell onto the now harmless block and hurt his head. He rubbed his head gently as he got back onto his hooves and resumed his climb, although more slowly and more aware of his surroundings this time.

"Silly Doctor." He told himself, mimicking the words of his assistant. "Well at least I know, that I can avoid the spikes if I have to trigger one of these trap blocks again."

He kept climbing, drawing ever closer to the light and the bell ringing. After an agonizingly long time to the Doctor, he reached the top of the tower, but didn't see the door from last night. Instead the light was coming off what appeared to be some kind of chain with the head of a sheep on the end. He grabbed it in his mouth and pulled down, instantly a staircase of red carpet colored blocks fell in front of him, and he felt himself being drawn upwards.

He could tell that the mysterious voice had been watching him the entire time he had started climbing the tower, because a moment later he heard the faint sound of someone clapping gently. He could also hear the voice talking faintly as he continued to climb up the blocks to whatever was above him.

_Not bad little lamb, but it's still quite a climb nonetheless_

The doctor climbed up onto the last of the carpeted blocks and found himself staring at a scene straight out of child's counting song. There were at least a dozen, if not more sheep standing around on what appeared to be a large landing, baaing and talking in normal speech. One of the nearest sheep, a sheep wearing a purple striped fedora, turned to look at him.

**/watch?v=fGdv7Hq1qe4**

"Another sheep huh, and here I thought I was the last one to arrive." He said.

"Sheep, what are you talking about. You're the sheep to me, I'm a pony." The Doctor said, grateful to finally be able to talk to anyone besides himself.

"Yea, to you we're all sheep. However to me you're all sheep and I'm a pony. The same goes for that sheep with the black eye patch, and that sheep with a purple suit. We all look like ourselves to us, and everyone else looks like a sheep to us." The Sheep said.

"Well, why are we all here?" The Doctor said, if this was why the Tardis brought him and Derpy here, then this is clearly what she wanted them to fix.

"If you're here, then it means you are cursed for doing something wrong." The sheep said.

"Cursed?" The Doctor asked. "What do you mean; I haven't done anything that deserved this."

"Well there isn't any other reason to be having these nightmares. If you start having it one night, you will have it every night afterwards. At least until you escape or you're dead."

"Escape? Dead? What do you mean by escape, is there a way out of this nightmare?"

"Look over there." The Sheep said, pointing at what looked like a structure behind him. "See that church thing? It's the only way upwards, and it's the only hope any of us have of escaping this nightmare."

The church in question looked run down, broken and only the confessional and ringing bell looked like they were in good maintenance. Next to the confessional was a sign, poorly designed and written in white paint was the word "Freedom" with an arrow pointing upwards next to it. Holding the sign was what looked like a child version of a demon statue, with horns sticking out of his head and a pointed tail sticking out from behind. The statue was grinning as it held the sign, pointing at the confessional with one hand while the hand holding the sign had a finger pointing at the word freedom. In front of the confessional were church benches, old and worn, as if they hadn't been tended to or repaired for ages.

"So is anyone in the confessional booth?" The Doctor asked, looking to the booth next to the open confessional where a priest would typically be sitting and noticing it was closed.

"Whoever is in there never comes out; he just sits in there and tells us to enter one by one. Nopony knows what happens to the sheep that go into the open booth, but every time it opens up, nopony comes out."

"Well let's see if I can't get to the bottom of this mystery." The Doctor said, finally able to do something in his element. This is what he was here for, to solve the mystery of the weird dreams and get every pony back to where they were supposed to be. "This is where I start to get to work. Whoever this priest is has never met the Doctor, and the Doctor is in!"

He walked up to the closed booth and knocked on the door gently and waited for a response. "Hello is anyone in there. I'd like a moment of your time if it's possible."

_Step into the booth_

The Doctor looked at the open booth and decided to ignore the voice for now. "Not yet, I just want to ask some questions if you could spare a moment.

_Step into the booth_

Sighing to himself and seeing no other way, he walked into the booth and closed the curtain behind him. The booth looked like a traditional human confessional, only it was perfectly sized for Pony usage. The doctor wondered if they had any religions that were related to Human religions, and if that was some kind of clue to the whole mystery of these dreams. He sat down and turned to the small window next to him where he knew a priest would be on the other side listening. However a strange golden light was emanating from the window, something about the light spoke to him. It felt ancient, looked older, and felt like something he had never encountered.

_It's about time you entered the confessional, and I must say you're quite brave for entering without waiting for another sheep to enter it before you._

"Let's just say that I'm not afraid to put my life at risk to save the lives of innocent beings. Now I'd like to ask you some questions if you could indulge me for a moment." The Doctor said, falling back on all his years of experience negotiating treaties, diplomacy, and settling disputes between nations, countries, and brawling couples.

_I'm afraid that's not how it works little lamb, you see I ask you the questions and you give me your answer_

"What do you mean, what are these questions you're asking us?"

_I'm going to determine your life's worth, as well as the strength of your commitments_

"My life's worth and the strength of my commitments, what does that mean?" The Doctor asked himself.

_Let's start with my first question. Which of these sounds more like paradise to you, a small cabin in a beautiful forest, or a large mansion in a bustling city?_

The Doctor listened to the question and thought about it. Sure he would spend any day in a large mansion; after all he could host a sock sliding competition in his current form for fun. However the small cabin brought up memories of Derpy's small shack on the outskirts of Ponyville. Her small shack was nothing special, but he certainly enjoyed the one night he spent there when Derpy had fallen ill with a disease that she had contracted after returning from the aquatic planet of frog people.

"I would have to say, the small cabin sounds more like paradise to me." The Doctor said. For some reason he felt like he said both the right answer and his honest answer at the same time.

_I see, so that's what you think is it, alright then I guess I'll take you to the next area._

"The next area?" The Doctor asked suddenly. "Wait, you haven't answered any of my questions, why are we here, what is going on here, why are we climbing these blocks?"

_Good luck, I look forward to see how many of you all actually make it to the next landing_

"Wait no, I want to go home! I want to wake up!" The Doctor shouted to no one in particular, mostly talking to himself as the booth shook slightly. Seconds later the curtain pulled back and he felt himself being forced out of the booth. He landed face forward onto yet more blocks.

**/watch?v=2OtDLPKvEFM**

"Not this again." The Doctor cried, looking up and seeing another tower of blocks and feeling the tower shake, indicating that more blocks were falling away. "When will this nightmare end?" He shouted.

He couldn't do anything else but follow his instinct to climb, complaining and asking pointless questions to a being that had no intention of answering him while he was climbing was not going to help him. So he started climbing the new tower again, being careful to avoid the trap blocks, thought it was getting harder to avoid them because there were more of them this time around. However his previous experience taught him that there was a small moment in which he could safely walk over a trap block before the spikes would impale whoever was foolish enough to remain on top of the block. He used this to trigger some of the blocks, narrowly avoiding being killed several times, to turn the trap blocks into harmless blocks that he could safely push, pull and climb over to reach higher levels.

It was as he climbed onto another layer that he saw something out of the corner of his eye. It was another tower below his that linked up with his tower about twelve layers below where he was. Climbing up that tower was another sheep, one that he had not seen on the platform earlier. "Hey, over here!" He called out, hoping to save this sheep from the terrible fate that had befallen the last one he saw.

The sheep however was completely ignoring him, and for good reason. He was too focused on trying to climb faster because only two layers of blocks separated him from the abyss, and as he watched the tower shook, and another layer broke and fell away. "Somepony, anypony help me!" He cried out, trying desperately to climb up two blocks at a time, but the top one was just too far out of reach, and there was no leverage to climb onto the one below it.

"Hang on I'm coming!" The Doctor called out, forsaking his desire to climb and jumped down his staircase to try and reach the trapped sheep.

The tower shook and another layer fell away, leaving only the layer that the sheep was standing on separating him from a very long fall down. The Doctor jumped down faster, looking to save this soul, desperate to save him from whatever terrible fate befell anyone who could not climb the tower in time. However he was too late, as moments later the tower shook and the Doctor watched as the layer of blocks the sheep was standing on fell away, taking him with them.

"HELP MEEEEEEEEEEEeeeeeeeeeeee…." He cried as he fell into the abyss.

The Doctor just stare and watched, hoof outstretched as if somehow he could have reached over and grabbed him as he fell. "Why are you doing this to us?" He called out angrily to the mysterious voice, knowing that it was watching all of them struggle frantically to climb the towers.

He put his hoof down, turned back to his staircase and climbed back up it, his spirit all but broken. He cried a few tears as he jumped over and triggered a trap so he could use it to climb to another layer of blocks. Twice now he had been in a position to save somepony, for they were indeed ponies, and twice now he had failed to save them. He would have given up trying to climb, were it not for the name he repeated to himself now.

"Derpy."

It became a spell to him, a magic spell that gave him the strength when all hope seemed lost to keep going. He repeated it every time the tower shook and he heard the telltale sound of blocks breaking away. He said his spell every time he was forced to trigger a trap to proceed upwards. Every time he felt himself losing heart he spoke his spell, and he felt courage and strength flow into him.

That single name, he never would have believed how strong that one word alone was. It alone allowed him to keep climbing, to keep going, to endure so much pain that he was feeling right now.

He kept climbing, knowing that eventually he would reach the top. He vowed that the next time he saw that voice, whether it was through the confessional or outside of it, he would force that voice to answer his questions. He was the Doctor, he had faced and defeated the Dalek empire time and time again, defeated the entire planet of Cyberponies, rescued Princess Celestia's past and future self, and helped more lives in the entire galaxy, both his own and this one then he could possibly count.

"That's right; I'm the Doctor, AND THE DOCTOR IS IN!" He shouted to the voice, knowing he would hear it, and climbed onto another layer of blocks to hear those bells ringing, and see above him that same glimmer of light. He kept climbing, aware of his surroundings and where he was going. When he reached the top, he saw the same pulley from earlier and pulled it with his mouth again. The same carpet covered blocks appeared before him, creating a staircase that he could climb to the landing. He heard clapping again; only they were more enthusiastic then before and he heard the voice said ever so pleasantly.

_Well done little lamb, you're making some progress tonight_

**/watch?v=fGdv7Hq1qe4**

The Doctor climbed up onto the landing and saw that many of the sheep he had seen earlier were there again, including the fedora wearing sheep. "Hey, you made it through." He said as he walked over to the fedora sheep.

"Yea, I see you made it up here as well." The fedora sheep said. "Well I guess that means we're the lucky ones huh. How many didn't make it up here is what I want to know. How many fell or were killed by those traps."

The Doctor didn't answer, he didn't want to be reminded of the two ponies, or sheep, that he had been forced to watch die. The knowledge that there were more ponies suffering this nightmare who were suffering such a terrible fate, made him feel furious and helpless at the same time. "So many, so many didn't make it I guess."

"Well, in any case you sure inspired a few of us to make it this far. You probably didn't notice it but when you went into the confessional without hesitation, or fear, others tried to follow your example." The fedora sheep said. "Myself included, something about you just made me brave enough to face whatever was in that confessional. So what was your question?"

The Doctor thought back to when he was in the confessional and recalled the question the voice asked. "What seemed more like paradise, a small cabin in a forest or a huge mansion in a large city?"

"Huh, my question was different. Would you prefer a long and difficult life, or the happiest day as your life? What was your answer, I'll tell you mine if you do."

"I answered the small cabin, personal experience."

"I answered the happiest day, it seems better to live the happiest day of my life over having a long and difficult life that isn't happy."

The Doctor thought about that, but for some reason that didn't seem like the right answer to him. It sounded like an honest answer, but to the doctor he would have answered a long and difficult life, because he has already lived a long and difficult life and knew that even it had its moments of joy.

"Well I'm going to go wait before I go to the confessional, I need to catch my breath. If you want you could probably talk to some of the other sheep here." The fedora sheep said as he walked toward one of the church benches to rest.

The Doctor heeded his advice and went over to a group of sheep that were talking. "Hello, how are you all doing?"

They looked up at him and one of them, a sheep wearing a police hat, spoke up first. "We're trying to figure out why we're here. Like me for example, I'm a police pony. I have a good track record; I haven't had to give out tickets for two weeks. So why am I here?"

The Doctor thought carefully about this new information, but couldn't draw any conclusions. "What about the rest of you?"

They said the same thing, more or less in the Doctor's opinion. One of them was a firepony, he had been vigilant in his duty, and not even a whiff of smoke in the past year had been seen on his watch. A second worked as a secretary in some important building, he had never had a single misplaced file in all his time working there. A third was just starting a new job as a restaurant chef, and as far as he could tell, the only thing he had done was oversleep for his first day on the job. Other than that he hadn't had a single complaint from his boss or those who ate his food.

"What is the connection, there is a reason why we are all here." The Doctor told himself as he walked toward the confessional. He entered it and sat down, closing the curtain in front of him so he could begin the confessional session.

_Hello there little lamb, so you made it past all the traps and trials of that level did you_

"I know you're going to ask me questions, but listen up. I am not going to answer any more of your questions until you answer at least one of mine." The Doctor said angrily. He was extremely upset, very angry, and that was a dangerous feeling for him, especially to those around him.

_If you insist, I shall answer one of your questions, but in exchange you will answer my question_

"Agreed." The Doctor said. It was better than nothing, and he needed answers if he was going to piece this puzzle together. "I want to know why you have brought us all here, what crimes or sins have we committed that could warrant such horrible visions and nightmares each night."

_To answer your question I propose this one, what is it YOU have done that could possibly have condemned you to this fate_

The Doctor was speechless. Of course, it knew about his past. He had good reason to be there, perhaps this was just his punishment for all the past sins he has caused and has been running from.

_Just kidding, this is nothing to do with those crimes, I have no interest in whatever crimes you may have committed in a past life or so, there's another reason entirely for me bringing you here_

"What does that mean?"

_Enough of your questions, I have given you an answer, now you must answer one of mine. Tell me little lamb, if you had to pick one of these two beings to share eternity on an abandoned island, who would you pick, a beautiful stranger or your closest friend?_

The Doctor heard the question and it took him a while to decide his answer. "An abandoned island and I had to pick between two beings to spend eternity with. I couldn't bring myself to condemn an innocent stranger, no matter how beautiful they may be. However I couldn't bear the thought of stranding Derpy with me on that island. However if she knew why I did it, she would understand, of that I am sure. She would forgive me, and it's not like we'd be alone, we would have each other at least." He whispered to himself.

The Doctor thought it over for a few more minutes, making sure he was absolutely sure of his choice. "I choose my best friend. I can't think of anyone better to spend eternity on an abandoned island with." He said confident in his choice.

_So that's your choice huh, interesting_

"What does that mean, why are all our answers interesting? Is there a wrong answer? Are we guessing the right answers each time you ask us?" The Doctor asked, wondering if he was supposed to be picking answers that made the most sense to him, or were the right ones to pick.

_That is for you to decide little lamb, but for now be quiet, I hear the sound of the one who brought you here, and they don't sound too happy with you, hehehehehehe_

The Doctor had about a moment to register what the voice said before the booth shook and the curtain flew opened and he was forced out of it, onto yet another tower of blocks. The Doctor looked up and saw that the tower indeed, looked and felt as tall as the other ones. It was comprised of normal looking blocks and trap blocks, a lot more trap blocks then before. However he didn't care, he had to climb this tower in order to reach his goal.

/watch?v=1IaITEekWiQ

Doctoooor….

"What the…." The Doctor said, looking around for the mysterious voice. It wasn't the same voice he heard in the confessional; it was different, sinister, yet familiar at the same time. "Who is that?"

Doctoooooor…. Don't you see me!

Suddenly the tower shook, as a huge, enormous skeletal pony, encased in notepad paper appeared from the darkness below and smashed a pair of skeletal hooves into the tower. The only thing that remotely looked normal, were its eyes. It had two golden eyes where they should have been, but the rest of its head was completely covered by notepad paper. Even its mouth was empty, nothing resembling a tongue or teeth were here. However the eyes were what drew the Doctor's attention first and foremost, they were extremely familiar, because they were the same as Derpy's eyes. They were golden, and crisscrossed just like hers were. One eye focused on him as it looked up at him, the other seemed to look in a different direction.

"D…Derpy?" The Doctor whispered as the monstrosity that sounded like her smashed its skeletal hoof up onto another level of the tower and shook it, causing the three lowest rows of blocks to break away and scatter. The Doctor ran backwards, backing into a block as he watched the monstrosity that sounded like Derpy reached up and pull itself up onto another layer of blocks while at the same time causing another row of blocks to fall away. "You're not Derpy!" He shouted, and started running like he had never run before.

He climbed the blocks as fast as he could as the monster Derpy continued to chase after him.

Wait for me Doctooooor….

He tried to ignore it, tried to ignore Derpy's voice coming from that monstrosity. Tried to pretend that those eyes weren't Derpy's eyes, yet everything about those eyes screamed they were hers. He felt the tower give another almighty shake as he heard another few layer of blocks fall away below him.

I just want to help you…. Doctooooor….

"You are not my Derpy!" The Doctor shouted as he finished making a staircase of trap blocks he had been forced to spend time he did not have triggering. "You sound like her, you look like her, you know who I am, but you're not MY Derpy!"

Why are you running away from your assistant….Doctoooor…

The Doctor didn't care how she sounded, nor did he want to look down at the creature that pretended to know him. That wasn't the Derpy he knew and cared about. Derpy was innocent, cheerful, and didn't have a mean bone in her body. There is no way, no possible way outside of a parallel universe, that his Derpy would do anything that would cause him any harm. This Derpy of his nightmare was causing blocks to fall away, it knew that if he fell he would die, yet still it caused the blocks to fall.

Please Doctooor… wait for me… Doctooor

He kept climbing, and climbing for what felt like ages. Ignoring the cries of the skeletal Derpy wrapped in notepad paper as it tried to call him to slow down. He climbed faster and faster, using every skill he had learned in these nightmares to keep himself ahead of the Derpy Monstrosity.

I can help you….Doctooooor….

"STAY AWAY FROM ME!" He shouted desperately, looking down for a moment to see that it was starting to gain on him, drawing ever closer every time he was forced to slow his progress in order to make stairways to climb higher. Each time he had to trigger trap blocks so he could use them to keep climbing, it got closer.

I'm your friend….Doctooor…. your best frieeeend….

"No you are not!" He shouted, climbing desperately to keep ahead of the monstrosity. "You are most definitely not my best friend!"

After several minutes, he couldn't keep track because he was so desperate to escape the monster below him, he heard the glorious sound that he had been begging for. He heard the sound of ringing bells, and looked up to see the wonderful light that showed his goal was near. "Just keep going Doctor, KEEP CLIMBING!" He shouted to himself, continuing his climb faster than he had previously climbed before. "Come on Doctor, don't give up."

Soon he reached the top of the tower, and saw it was another door like the one from last night. "Now I understand, reach the door and you escape the nightmare!" He shouted as he opened the door and a bright white light enveloped him.

Doctoooooor….

"Oh no." The Doctor said as he turned around and saw that the Derpy monstrosity had finally caught up with him. It focused both of its golden eyes on him, and the paper covering its face and body started to get wet as what looked like blood colored water started pouring from where the tear ducts would have been.

Doctor…why can't you see meeeeeeee

The Doctor screamed as the monstrosity tried to grab him with one of its skeletal hooves, but a bright beam of light from the doorway drove it back. It screamed in agony as the light pushed it away, and it fell all the way down into the abyss that it had spawned from.

"Derpy… no…. that wasn't my Derpy." The Doctor whispered to himself as he walked through the doorway and closed the door behind him. As he closed the door he could hear laughter as well as clapping again.

_Well done little lamb, you passed the Prison of Despair, you have overcome your inner despair, I look forward to seeing your next trial_


	4. Intermission

/watch?v=7gzFjjCWvPE

Ah…. That was quite a mouth full, though it was defiantly worth reciting wasn't it boys and girls? Sorry for the pause in the story, I know you're all eager beavers who can't wait for the next part but you got to slow down and take a break. Too much excitement is bad for you, then again though; maybe that's what gets you all excited if you get what I'm saying.

In any case this is just a short break between the story, to ask you all a few questions, and at the same time get your noggins thinking.

Tell me what you guys think so far; is this story satisfactory for my first time at the Golden Playhouse?

I hope so, because the boss is certainly good at writing this stuff, I just can't wait to see what happens next, and I'm the one reciting it.

Derpy, Derpy, you needa take more initiative girl. The Doctor isn't exactly the sharpest knife in the kitchen if you catch my drift. At least your heart is in the right place girl though, don't you dare let that stallion get away. You only meet a guy like that once in a lifetime if you're lucky.

Speaking of little Doctor Whooves, what oh what will happen to you. Has anyone made the connection yet between why the Doctor and all those other stallions are suffering these nightmares? They seem like honest ponies that have done almost nothing wrong in their life. But we all know that just because you throw on a halo and wear wings, doesn't make you an angel at heart.

I'm sure some of you will know right off the bat at what's going on, others will take a while.

Now I have a question for you ladies out there, do you think the Doctor will come out of the box and confess his still hidden feelings for that lovely mare he calls assistant? I hope so, nothing gets my heart warmer then when a stallion man's up and expresses his feelings, and there isn't anything stronger than that all you boys out there, so take that lesson to heart.

Speaking of lesson, aint the questions that mysterious voice is asking strange or what? What's the difference between what is paradise to you, does it matter who you bring to an abandoned island with you? I never did like riddles; they always killed the fun of just enjoying an answer.

Boy oh boy all this is making me nauseous, and speaking of being nauseous, tell me you all got the chills when that Derpy came out of the darkness like that. She gave me the creeps the way she looked all mummified. Yet everything our little writer does is for a reason, I think he's using a lotta symbolism in this tale.

I think we can all gander as to why Derpy is all skeletal and wearing notepad papers in place of skin.

But at the same time, you can't help but feel sorry for that thing, the way she called out to the Doctor, oh she brought a tear to my eye every time she called him. I can't bear to hear myself beg for my loverboy to slow down and wait for me in that position. Though I don't blame the Doctor for running the way he did, I think we all hope that he slows down and realizes that what he sees is his assistant, and only his assistant.

Those eyes though, I wonder what would happen if those eyes were completely different than what he saw them as. Why was it only the voice and Eyes that were similar to him and everything else was different?

Come on boys and girls use those heads of yours, or don't –chuckle-

Either way, when I finish this story I will reveal all these questions. Now give me a moment, I need a bit of a refresher. A quick glass of Champaign ought to do the trick for me. You should all grab a quick drink and stretch yourselves. Because we have only JUST begun to tell this lovely story.


	5. Night Three - The Lovesick Mare

Night Three, The Torture Chamber

**/watch?v=j1Ie5ifFu2A**

The Doctor woke up slowly, feeling just as terrible as he felt the day before. "What happened to me last night?" He whispered to himself. "That is the last time I eat a muffin from a place Derpy and I have never been to before." He felt another pony under the covers beside him and realized that the blankets were all on one side of the bed. "Derpy must have fallen asleep in my room again; she really needs to learn that her room is across from mine. Still I can't blame her for coming in here, my beds much more comfortable. " He whispered silently as he moved to take the blankets off her to wake her up.

There was just one problem with that, the mare under the blankets was NOT Derpy.

**/watch?v=hHBk80JiBo8**

"WHAT THE…" The Doctor thought to himself, it took every ounce of control he had to keep himself calm, but it was becoming increasingly difficult because he was looking at ANOTHER MARE inside of his Tardis. Not only that, but this mare was inside his ROOM, sharing the SAME BED with him!

The mare in question was, in the Doctors opinion an exceptional specimen, in every sense of the word. She was a chestnut colored unicorn, with a ginger mane and on her rump, a clock cutie mark. She was fast asleep in a position that clearly drew his attention to hear cutie mark.

"Okay Doctor, stay calm this isn't what it looks like." The Doctor thought, trying to think about the situation rationally. "Oh what am I saying this is EXACTLY what it looks like, I SLEPT with a mare last night!"

He looked at the clock nearby to check the time.

=8:39 Am=

"Okay, there is still time, Derpy usually stays asleep until around after 9 am. That's when she usually gets up to make breakfast for herself and me if she stays in the Tardis. That gives me a little under an hour to first, get this mare up. Second figure out why and how she managed to get into the Tardis. Third get her out before Derpy finds out. Four, make sure that what it looks like DIDN'T actually happen."

He gently and carefully replaced the covers on the mare so that they covered her cutie mark, but left her head exposed. Then he threw caution to the wind and tapped the mare on her shoulder to wake her up. "Uh excuse me miss, can you wake up?"

The mare took a few moments to wake up; she made an agonizingly slow effort to get up. She slowly blinked her violet eyes which sent shivers down the Doctor's spine. "Good morning." She said in a succulent voice which made the Doctor shiver again.

"Uh yes good morning ma'am, just a question if you could answer it. Can you explain exactly how did you get inside my T… er, my home?"

"Well that's easy to answer, you brought me here." She said, smiling slyly as she watched the color in his cheeks start turning red. "What's the matter, regretting bringing home a beautiful mare into your bedroom?"

"Uh, no not exactly that." The Doctor said, thinking very fast about the situation.

_-Oh crap, what am I going to do! If Derpy ever finds out what I did, she is going to murder me every time I regenerate. Wait, wait calm down Doctor. Think about what she just said, you didn't get the full picture yet!-_

"So exactly what happened last night, I can't remember everything." He said, hoping against hope that it was just him escorting her to his bedroom and falling asleep.

"Well I asked to sit down at your table, which you eagerly accepted. Then you proceeded to introduce yourself and we talked about a few things, you asked what it was like being a unicorn, if my mane was really ginger and some other stuff. We laughed, had a few drinks, I drank a whole lot and I think I nearly passed out." She said, looking out of the corner of her eye as if recalling something from memory. "You asked if you could escort me home, but I was so out that I wouldn't have made it back to my home in one piece. So you offered to let me spend the night back at your place, saying there was plenty of room. We came back here, I was fast asleep when you carried me in at that point, you probably dropped me onto your bed and here we are."

"Oh I see, thanks for telling me." The Doctor said, breathing a huge sigh of relief.

_-Oh thank the stars that was all that happened. You really dodged a death beam there Doctor, oh yes you did. You also learned about what happened last night after Derpy left you at that bar, so that's good news as well. But you still have a mare inside your Tardis with Derpy still asleep and could wake up at any moment.—_

"Well since your better perhaps you would like to go back home miss uh?" The Doctor asked hopefully.

"My name is Lola, Nurse Lola." She said, batting her eyes at him. "I work at a nearby clinic here in Manehattan, and yes I think I should be going I have a few appointments to keep."

"Yes in any case follow me, the door is this way." He said, taking the lead as he opened the door and looked to see if Derpy was awake or not which she was wasn't. After a few seconds they were at the door and he opened it for her. "There you go, have a safe trip."

"Why thank you Doctor, you know if you ever want to get together sometime, just meet me back at that bar, I visit it quite frequently." She said seductively, batting her eyes at him again. She leaned over and planted a kiss on his cheek, causing him to blush furiously and his eyes to widen in shock. "That was for being such a gentlemen." She whispered before walking out the door and vanishing as she turned a corner.

The Doctor quickly closed the door and ran back to his bedroom and started cleaning up his bed to remove any evidence that Lola was there. He threw every sheet, every pillow, and every blanket into the laundry chute. Then he went to the bathroom and took as long and thorough a bath as he ever took in his entire nine hundred and fifty three years. He heard a knock on the door and Derpy's voice calling him. "Doctor I'm going to make some breakfast for us, would you like a muffin?"

"Yes please Derpy I would very much like one." He shouted over the water, scrubbing the spot where Lola had kissed him vigorously.

**/watch?v=Rr7i2gQVO3s**

An hour later they finished breakfast and Derpy looked at the Doctor and noticed that he wasn't exactly himself this morning. "Doctor are you alright, you don't look so good."

"What you mean Derpy?" He asked nervously.

"You look tired, and you aren't your usual bouncy self. Is there anything wrong Doctor?"

"No nothing is wrong at all Derpy." He said a little too fast.

Derpy's eyes narrowed for a moment when he said that. She wasn't an expert at reading this Time Lord, but she knew when someone was hiding something they didn't want anyone to find out. However when she looked at the Doctor she suddenly lost the desire to interrogate him, knowing that he had his reasons for keeping a secret. He alone in the entire universe had a right to keep his secrets a secret.

"Alright, but you know Doctor you can always talk to me about anything." Derpy said as she got up and walked over to him. "I'm your assistant after all, if I can help you out in any way just let me know. Not only am I your assistant Doctor, I'm also your best friend."

As she said those words a sudden flash of memory occurred in the Doctor's mind. _"I'm your friend…Doctor… your best frieeeend…." _

The Doctor grabbed his head with his hoof and tried to hold onto the memory. Something about it seems so important and something inside him told him to not forget. However the instant he remembered it, he completely forgot the memory. "Ugh." He moaned, trying to ignore the stab of pain in his head.

"Doctor what's wrong?" Derpy asked quickly.

"It's nothing Derpy, I just had a bad night that's all." The Doctor said quickly. That was partially true, it wasn't exactly the best night he had recently.

"That's the second night in a row you haven't had a good night's sleep Doctor, are you sure you're alright?" Derpy asked, looking at his eyes and noticing that they had bags under them that she had never once seen before today.

"I'm fine Derpy, I just had a bad nightmare is all. I can't even recall the nightmare was, so there isn't any way I can figure out what would be wrong with me anyway."

"Well if there is anything I can do to help Doctor." Derpy offered gently.

"I know Derpy, your name will be the first one on the list of ponies I ask." The Doctor said as he got up and led the way toward the door.

=Ditzy Doo (Derpy) 3:46 Pm=

"Four hours of asking, investigating, and not a single clue as to what could possibly have drawn the Tardis here." Ditzy said to herself as she walked through Manehattan. Not a single clue came up in her questioning, the only thing that comes close was the fact some stallions were cheating on their mares as Hearts and Hooves Day drew closer.

"Honestly why do stallions cheat on their mares at this time of year, what are they stupid?" Ditzy asked as she watched another honest couple walk by.

Ditzy pulled the key hold her mane back and held it in her hoof. Her thoughts turned to the Doctor once again, wondering what, if anything was wrong with him. Ever since the night when Ditzy first asked the Doctor out for Hearts and Hooves Day, he has been having bad nights as well as bad dreams. She wondered if somehow this was all her fault, that her trying to pursue a relationship with the Doctor was what's causing him to be in poor health recently.

"Doctor, please tell me what is really wrong." She said to herself, looking at the key and hoping that it would somehow answer her questions. "I can help you Doctor, I know I can help you if you just let me try." She tied her mane back up with the key again and resumed her routine of asking questions, trying to find out if anything odd has happened recently.

=5:56 Pm=

"Why did you bring us here?" Ditzy shouted at the Tardis as she lay on top of her bed. She had spent the past seven hours trying to find any clues as to why this time machine had brought them to this city. However nothing came up in her search. No sudden disappearances, no unexplained incidents, not even the slightest oddity that could be connected to say an alien invasion or parasite infection. Not a single scrap of useful information that she could find. What was she supposed to tell the Doctor when she met up with him back at the bar they went to last night in just a few hours.

Now she was spending the remainder of her time yelling at the Tardis, hoping perhaps it would answer her questions. However she knew she was wasting her time yet again, if the Tardis was going to answer any of her questions it would have already done it. She was just wasting her breath at this point, yelling at the walls and consoles of the Tardis were getting her nowhere at this point.

"Honestly why would the Tardis bring us here if nothing is wrong here besi…" She started saying, before she realized what she was about to say.

"If the only thing wrong here is that a few stallions are cheating on their mares." She said quietly. "THAT'S IT!"

She jumped off her bed and ran toward the door, flying across the control room and outside the Tardis door. "Score one for Ditzy Doo! Haha, the Doctor isn't the only one who can solve mysteries!"

=Doctor 6:34 Pm=

"Well this has been probably an excellent use of my time." The Doctor said disappointedly. "After all this time, not a single clue again as to what is going on, and why the Tardis brought us here."

He had been searching in the same places as yesterday, the police station, fire department, and city hall. He also started searching in hospitals, clinics and anywhere else that might give a hint of a clue that could indicate what they were supposed to fix. He had just asked a nurse at a nearby clinic if anything odd had happened recently, to which she politely, but angrily stated, that the only thing out of the ordinary was that her coltfriend was conveniently avoiding her after work, even though they worked in the same clinic.

"Yet another mare thinking her boyfriend is cheating on her, what a surprise." He said with a sigh. "Is that the only thing that's even remotely interesting or out of place around here? Some stallions cheating on their mares is just such a common issue. "

He turned down a hallway that just happened to be empty at the time so he decided to pull out his sonic screwdriver again for what felt like the twelfth time that day and start scanning again for any anomalies. Once again however, like the last time he scanned earlier, there were only two signals that were…

"Wait a moment, that wasn't there yesterday. Or earlier to be precise, in fact that wasn't there half an hour ago!" The Doctor said eagerly, waving the sonic screwdriver in the direction of the second blip. However just as it almost got a signal lock, the mysterious blip vanished from its scanner range. "What the… where did it go?"

The Doctor waved the sonic screwdriver furiously, trying to get the signal back. However just at that moment, a mare walked up to him and spoke to him. "Oh my, Doctor it's good to see you again."

**/watch?v=hHBk80JiBo8**

He turned to see who was talking to him, and both of his hearts stopped for the briefest of moments. It was Lola, the mare he had spent the night with. "Lola, what are you doing…?"

"I work here silly; I didn't know you came by for a visit." She said in that seductive voice of hers. "You should have called ahead of time; I could have cleared my entire schedule just for you."

"That's quite alright Lola; I was just about to leave." The Doctor said hurriedly. "Of all the clinics and hospitals that I could have visited to ask questions, he had to pick the one Lola was working at? What are the odds of that happening?" The Doctor asked himself as he started walking down the hallway.

"Oh that's perfect, because I just finished my last patient so I can join you for a drink or two." She said eagerly, batting those violet eyes of his again and following him as he started walking away.

"Oh that's quite alright; really I need to be going I have to meet someone important right now." The Doctor said, desperately trying to get away from this mare. However at the same time, she was just so fascinating that he couldn't help but be interested in spending just a little bit of time with her.

"Well then we can just walk to your destination and then we can part ways. How does that sound Doctor?" She said cheerfully.

The Doctor, seeing no other way to just get away from her without being a complete jerk, decided to just indulge her for a few minutes. The sooner he satisfied her desire to spend time with him the better. "Alright I suppose a short walk wouldn't hurt." He said, to which she happily agreed with.

"So Doctor, what is it you do? I notice you never mentioned what it is you are a doctor of." She said, watching him with her violet eyes. They seemed like they could drain him dry of all the answers he could give for any question she asked.

"Well I'm not really a doctor of anything, that's just my name." He said as he walked into the main entrance and noticed that the receptionist nurse was busy writing some notes to pay them any attention.

They left the clinic and started walking toward the Simple Sheep where the Doctor was supposed to meet up with Derpy. The Doctor noticed that everyone they walked past never seemed to make eye contact with him and Lola. Their attention was always drawn by something else, whether it be a strange bird that just happened to land right next to them, or if they started reading a newspaper or checking the time, they always had something to take their attention. This confused the Doctor slightly as they talked along the way to the bar.

Lola was very smart by any standards from the Doctor's point of view. She had a good store of knowledge about pony physiology, as well as phycology. She was very smart and very interested in mathematics, astronomy and anything else concerning space. She also loved traveling as she told him that she was only planning to spend a few weeks working in Manehatten before moving to a different city.

"I mean, sure this city is good and all, and there are a lot of interesting things, after a while it gets boring seeing nothing new happening here. Don't you agree with me?"

"Well I suppose I do agree with you on that point." The Doctor said, sharing her feelings when it came to staying in one place too long. "After a while seeing the same place always does get boring."

"That's why I always move after a while; first I meet new people, see all that a place has to offer. Then when I've seen everything there is to see I just leave and go to the next place."

"Don't you ever miss the friends you make or the ponies you meet?" The Doctor asked, that was a question he had always hated since he started traveling in the Tardis. All the people, and now ponies, that he has met and left behind because he had to leave, all the friends he said goodbye to, it never gets any easier or less painful to say goodbye to them.

"Oh no I don't miss any of them." Lola said instantly. "I never stay long enough to really make friends; normally I just say hi to some ponies when I have to, I don't have to know who they are to know they exist. That way when I decide to leave nopony misses me, because nopony has known me long enough or well enough to care I was there."

"I see." The Doctor said. Trying to comprehend such a roaming lifestyle was difficult. He had always had a traveling companion at some point in his journeys, and each time he had to say goodbye to them forever, it was always painful. Even the few people or ponies he became friends with in his travels, he had a hard time forgetting them.

How he longed to have her lifestyle, to be traveling once again in the Tardis. Not having to stay long enough to make friends that would eventually cause such hurt when it came time to leave them. Not having to tie himself down to his companions simply because he was lonely while traveling the universe in the Tardis. That was very appealing to the Doctor, but at the same time he couldn't imagine himself without Derpy right now.

They kept talking and talking as they kept walking. The Doctor didn't even notice that they had walked right past the Simple Sheep bar that he was supposed to be meeting Derpy at in just under an hour. And he wouldn't notice until Lola left him, saying that she was late for a meeting with her superior over some work details. After she left, he suddenly realized that he was five minutes late to meet with Derpy, and it would take him at least half an hour to reach the bar from where he was currently.

=8:48 Pm=

"Where were you Doctor? You've never been late before." Derpy said as an exhausted Doctor stumbled through the door of the bar to sit next to his very upset assistant.

"Sorry Derpy, completely lost track of time!" The Doctor said quickly, trying to push the memory of his conversation with Lola out of his head. He would have been less late had he not stopped for a moment to return to the Tardis to pick up that book again. He was really interested in reading the third chapter and wondering what would happen to the sheep in the story, and whether the Shepard would take care of his herd or not. He didn't know why he didn't just read the entire book in one day, or night. For some reason he didn't find the energy or will to read any more of the book until the following day he read a chapter.

"Well I suppose it's alright, considering I've gone and made you wait on more than one occasion." Derpy said quietly. "In any case I think I have a lead that might help us figure out what is going on here."

At these words his entire conversation with Lola vanished. "You do, what is it?" The Doctor said eagerly.

"There is nothing wrong in this city, nothing has happened before we came here and almost nothing out of the ordinary has happened since we arrived other than one thing and one thing only!" Derpy said, chowing down on a muffin that she had ordered earlier. "Ever since we arrived, there have been more stallions noticeably cheating on their mares!"

The Doctor lost his enthusiasm instantly at those words. "What?" He said, questioning the sanity of what Derpy was saying.

"Exactly, every time I asked a mare if something odd has happened, they said that they think their stalfriend has been cheating on them with another mare. They aren't on time when they schedule something, they are always spending time with another mare supposedly, and almost nopony can actually vouch for these stallions when they claim they were doing something somewhere else at the time." Derpy said excitedly, thinking she had solved the entire mystery of why the Tardis brought them there all by herself. "It makes sense when you think about it Doctor, why would all these stallions suddenly start openly cheating on their mares when Hearts and Hooves Day is right around the corner? Something is happening here that is making these stallions suddenly start cheating on their mares, and that is what brought the Tardis here!"

The Doctor looked down thoughtfully at the half eaten muffin Derpy was eating, thinking carefully about what she had said. "Well….if that's the case then it would definitely explain what I discovered earlier." He said thinking out loud. "About an hour and a half ago I was in a clinic trying to investigate if anything out of the ordinary had happened in or near the clinic. The only thing she told me was that her coltfriend was probably cheating on her with another mare because he was constantly avoiding her after work. Then I pull out my sonic screwdriver as I start going down a hallway and I get a second signal besides myself that is out of the ordinary. Before I could get a lock it vanished almost instantly, then I ran into Nurse Lola."

Derpy focused her eyes on the Doctor at this bit of news. "Who is Lola?"

The Doctor quickly realized he had said a bit too much, and racked his brain to come up with an answer to put Derpy's mind at ease. "She was a nurse I asked the same questions to earlier that day, I just asked her again if anything out of the ordinary happened in the clinic and she gave the same answer as before, just minus the cheating stallion bit."

"Oh, okay." Derpy said, though her right eye still seemed to focus on him as her left eye looked down at the muffin again.

"Okay, so now that we know what is going on, the next step is to figure out why this is happening. Unfortunately we won't be able to do much until I can get a lock on that signal again with the sonic screwdriver. Which is odd though, why couldn't it lock on it before, and why did it only detect it at that precise moment before I ran into that nurse again."

Derpy refocused her eyes on the Doctor again at this point. "Do you think it has something to do with her?"

The Doctor shrugged, unsure of what to think of at the moment. "I'll investigate tomorrow; perhaps it has something to do with her. Then again maybe were just being paranoid, and trying to find answers where there are none." The Doctor said, taking out the book and turning to the third chapter.

"What is that book by the way?" Derpy asked, getting up and going to sit next to the Doctor so he could get a better view of what he was reading. 'What's it about anyway/"

"It's quite an interesting book. It's about sheep, a Shepherd and a path they are all taking." The Doctor said excitedly as he started reading the next chapter. "Normally, the shepherd's job is to protect the sheep he is leading and taking care of. However this shepherd isn't trying to protect these sheep, instead he's leading them down this path and letting them seem to choose their own path. It's quite fascinating really."

Derpy however lost interest in the book after a few minutes and told the Doctor that she was going to turn in for the night. The Doctor decided to turn in as well, thinking that he would be more comfortable reading his book in the Tardis.

=9:35 Pm=

The Doctor just finished reading the third chapter and was thinking about what he had just read in great thought. This time, a sheep seemed to have taken the lead, calling at the others to follow it as it followed the shepherd, constantly making its call so that none of the other sheep would lose focus. However a few sheep still managed to get lost, and their fate was the same as the rest that failed to keep up or get lost.

He decided it was time for bed, so he settled in for the night.

"Lola has only been here for a short while now." The Doctor said as he started to fall asleep, thoughts of this mystery starting to turn in his head.

"Only recently have Stallions been openly noted about cheating on their mares, or suspicions have been growing and a few are actively being accused due to lack of an alibi."

The gears in his head were turning and turning, though they turned slower as he felt himself beginning to drift off to sleep.

"What is the… connection… or is it… just… coincidence…"

_Wake up little lamb, it's time for sleep_

"Huh?" The Doctor said as he woke up slowly. He recognized that voice, he heard it last night in his nightmare. "No way, not again."

He got up, suddenly wide awake as he was inside a familiar room, enveloped in darkness with the only source of light coming from a door in front of him. The light coming through the door was red this time, blood red, and it had the feeling of so much pain being contained behind that door. He did not want to open that door, he did not know why but he did not want to open it.

"Why is this happening, what have I done to deserve coming back here for a third night?" He called out to the mysterious voice as he felt himself being drawn to the door by force. "What is this place? Where are you sending me tonight?"

_If you must know, you will have to open the door for me to tell you_

The Doctor gathered all his courage to obey the mysterious voice, hoping against hope that this would be the last night he spent in the nightmare. He walked to the door and slowly opened it, the light again blinded him temporarily, and like last night he felt himself being forced through the door by some unknown force.

_This is the Torture Chamber, where all of the condemned are sent to bring their deepest sins into the light_

**/watch?v=Tf2zT8dRJtM**

He fell face forward, looked up and saw that the room, if he could call these places rooms, was indeed a torture chamber. It looked like the inside of an Iron Maiden if you could have turned one into the size of a planet. There were spikes poking out in a circle that were the size of the houses. Hanging from several of these spikes were devices meant to induce screams just by looking at them. There were spike riddled tables; blades with blood splattered across them as they swung gently to the spinning torture barrels, each of their spikes were drenched in freshly spilt blood. Surrounded by this madman's dream come true, was a tower of blocks just like last night, and the night before.

"Not again, what kind of nightmare is this?" He cried, just as the tower started shaking and he heard the telltale sound of blocks breaking away below him.

He started to climb again, trying to ignore the scenery around him. There was nothing he could do for anyone at the moment; he had to climb right now. If he didn't escape the nightmare, he was no good to any pony.

The Tower was difficult to climb this time, extremely difficult because of all the trap blocks barring his path. However it wasn't just the trap blocks making up its composition along with the normal ones, there was a new type of block that he came across after about ten minutes of climbing. The block in question was dark brown, had the symbol of a sheep's face on it, and looked very solid when compared to the normal and trap blocks around it. The Doctor tried to pull the block out so he could start to make a staircase, but it wouldn't budge. He tried pulling it harder with no success, and then he tried pushing it and was met with the same resistance of it not budging.

"Okay fine be stubborn." He yelled at the block, triggering a trap block nearby and pushing the now harmless block in place of the stubborn brown block. "Have to remember to not bother with those blocks as well as look out for them."

He looked up to see if he was getting any closer to the top, however just as his previous nights have taught him, until he heard those bells he was nowhere near the top. He was forced to make so many of his temporary staircases this time around, that he was having great difficulty staying ahead of the falling blocks. He tried to go faster but there were now so many more trap blocks and unmovable brown blocks that he only could stay just ahead of the falling blocks.

"Nightmares are just the machinations of the dreamer's imagination; they aren't supposed to be able to harm you." The Doctor told himself as he finished climbing another of his staircases and resumed his climb upwards. "Dreamers can only see their dreams once, after that they never have the same dream ever again. So why am I having the same dream, not once or twice but three nights in a row?"

He drew upon all of his experience and knowledge of traveling the universe, yet not a single answer came to him. The more he tried to get his brain to think of an answer, the less of an answer he actually got. Nothing was working rationally; everything that told him that he shouldn't be having this dream was worthless.

"Well forget the dream for now, focus on climbing Doctor." He said to himself, inspiring himself to climb faster as he heard the sound of blocks falling away below him. "You can climb this tower just like the others, this is no different than any of those other towers you were forced to climb. You can and will make it to the top like before, and you will get to the bottom of this mystery when you reach the top."

He had to figure out why he was having these nightmares, why other ponies were having these nightmares. He knew there was a logical reason for this to be happening, there had to be, nothing in the universe happens for no reason whatsoever. Whether it be chance, sheer coincidence, or purpose, everything happens for a reason no matter what that reason is.

Just as he thought this, he heard the bells and looked up to see the light from the previous nights. He was near his goal, and the now very close gap between him and the falling blocks made him move upward even faster.

When he reached the top he saw the pulley from last night and pulled it with his mouth. The carpet colored blocks appeared before him for him to climb upward to the landing, just like last night. As he started climbing this new staircase he heard the sound of clapping and again the mysterious voice comment to him.

_Not bad little lamb, not bad at all_

**/watch?v=fGdv7Hq1qe4**

The Doctor climbed the last of the blocks to see, once again the same landing as last night. In the back were the confessional and the ringing bell above it; however the church itself looked to be in slightly better condition than the previous night. The benches were still in poor maintenance, but they were made of better quality wood at least. The sheep from last night were there as well, although there seemed to be a slightly less number of sheep this time around.

The fedora wearing sheep was there and he instantly recognized the Doctor as he climbed the last block onto the landing. "Hey it's you again. So you made it through I see."

"Yes it wasn't easy but I have a knack for getting past difficult obstacles." The Doctor said, looking around to see if any of the other sheep from last night had made it through as well.

"Yea, but I can't take this much more. Why are we here again tonight, what could we have done to suffer this." He said, looking down at the floor hopelessly. "I'm not a bad pony; I haven't done anything wrong in my life. I've had a nice steady marefriend for four years; I have a decent hard working job, I have a lot of friends who like me. So what could I be doing wrong in life?"

At the word 'marefriend', something clicked in the Doctor's mind. He remembered what Derpy said about stallions cheating on their mares at possibly the worst possible time. "Wait a moment you said you have a steady marefriend right?" The Doctor asked.

"Yes I have a marefriend." The fedora wearing sheep said. "We haven't always been on the best of terms, but she is still my marefriend."

"Have you ever proposed to her, you know ask her to marry you?" The Doctor asked, feeling as if he had just stumbled onto yet another valuable piece of the puzzle that he needed.

"Well no I haven't actually asked her yet." He said. "I'm just not sure if I'm ready for that kind of commitment yet, and my job doesn't exactly pay the most, so I don't want to go into something like marriage until I can support a family."

The Doctor thought about this new bit of information, and the wheels in his head starting to grind and turn again. He could only think of one last question to ask now, and he probably knew what the answer was but he still needed to hear it. "Does your marefriend think your cheating on her?"

The fedora sheep was taken aback, as if the Doctor had insulted him. "No way, she couldn't be thinking that. She knows where I work, she can call me up anytime, heck she can visit anytime she wishes, and we work in the same clinic after all. There's no way she could think I would cheat on her."

"Calm down, I just asked that's all." The Doctor said quickly. "Look I have a guess as to why we're all here, but I still need to get to the bottom of this. Would your marefriend have any reason, any at all as to why she would think you're cheating on her? Any at all, like say a new mare you were talking to one day, or being late to see her after work or so?"

"Yes as a matter of fact both of those." He said. "There is a new nurse working at the clinic, I only see her for rare periods of the day. She usually just brings me my list of assignments and patients for the day then just vanishes. I normally handle everything on my own so it doesn't matter if she's there or not. After work though she likes to talk to me for an hour or so, that usually makes me late to see my marefriend after work, but I swear all we do is talk nothing more!"

"It's alright I understand, believe me I can relate to that more then you know." The Doctor said gently. "Listen I'm going to go talk to some of the other sheep, try and stay brave and stay focused alright?"

"Alright, I'll try and be brave and focused." The fedora sheep said as the Doctor turned and started walking over to the same group of sheep he saw last night huddled together.

_-Okay Doctor, so now everything is starting to make some sense. First off Derpy was right, there was something going on here, and it had something to do with stallions cheating on their mares. However they aren't actually cheating, it just looks like it to them. Some of these stallions are honest and caring, especially to their marefriends, so what is the connection. What is the missing link to this puzzle?—_

The Doctor walked over to the group of sheep and sat among them; they instantly recognized him and welcomed him to sit down. "Hey look who it is, the sheep with no fear." One of them said to him. "I saw you yesterday climb into that confessional and you didn't hesitate to close the curtain for a second. Inspiring considering where we all are now."

"If one is to inspire courage one must have courage, that's something I learned a long time ago." The Doctor said, hoping he was giving them the strength to keep going.

"I guess so, I'm not much of a philosopher but you certainly know how to make someone follow your example. I tried repeating what you did, but I was still scared to keep climbing."

"We all have to find the courage inside of us to keep climbing; it's the only chance any of us have of getting through this nightmare and surviving." The Doctor said, turning to each of them so that they knew he was talking to them personally. "Speaking of nightmares, I think I know why we're all having this nightmare. It has something to do with the fact that ponies think we're cheating on our marefriends."

"Cheating, but how could my marefriend think I would cheat on her?" one of the sheep to his left asked.

"I don't know, I'm still trying to piece it together. If indeed we are here because we're supposedly cheating on our marefriends, why am I here? I don't have a marefriend to cheat on, the only one who comes close to that is my assistant. So clearly there is another reason entirely for us all to be here."

"So how do we stop this from happening, I don't want to come back here tomorrow night. I just want this to end!" A sheep to his left sobbed.

"Well for now, we climb and don't stop climbing." The Doctor said, standing up so that everyone nearby could hear him. "Listen up, I know it may seem like this tower will never end, and it may feel like you will never reach the end of this nightmare, but you must keep going. I can't guarantee that we will stop having these nightmares after tonight, nor can I assure you that we will all be here when or if we reach the end of our climb, but you must keep climbing and never give up hope. Hope is all we have left to go on at this point, but there is one thing that I learned while climbing that gave me the strength and will to keep going when all seemed lost."

"What was that?" A sheep asked him from behind.

"A magic spell, a spell I told myself and kept repeating every time my will wavered even a little bit." He said, looking down at the ground and remembering his magic spell from the night before. "It was a name, the name of someone very special to me, that name alone gave me the courage to keep climbing."

The Doctor looked around at all the sheep who were watching him and listening to him. "Think of whoever is most important to you, the pony or ponies that are dearest to you, and tell yourself to climb for them. That will give you the will and strength to keep climbing when nothing else does!" He shouted. "Now I have a tower to climb, I'll see you all on the next landing!"

The Doctor walked toward the confessional and without hesitation entered the booth, closed the blinds, and sat down to wait for the mysterious voice to begin the session.

_You made it through the first level of the Torture Chamber; it was so amazing watching you climb your way here_

"The only way I'm going to be free of this nightmare is if I climb, but I want to ask you another question whoever you are."

_Well since you made it this far I suppose I can answer another question of yours_

"I want to know why you keep bringing ponies here into this nightmare, they have done nothing wrong to deserve this, and does this have anything to do with the cheating stallions that I have been hearing about?"

_You sure talk a lot don't you; you're definitely not like the other sheep that just silently wait for me to ask the questions before proceeding upwards_

The Doctor knew he had awoken the mysterious voice's curiosity, and now that he had its attention he could ask his questions. He finally had a weapon to use against this foe, it wasn't a sonic screwdriver to say the least, but it was at least something he could work with.

_Since you asked so directly I guess I'll tell you, this nightmare is something I constructed originally to separate cheating men from their female lovers in order to ensure that the species continued to grow in numbers, however I've had to change it in order to keep my job, so now instead I use it to determine if the males of this species are committed to their female partners_

"So none of these stallions are actually cheating?" He asked. This was the information he had been looking for, the missing link to the puzzle that he had been lacking.

_Now that's not how this is supposed to go, I am so supposed to ask you the question and you are supposed to give me the answer_

"Alright fine ask your question then." The Doctor said angrily.

_When two eagles decide to mate they test their commitments in a ritual by locking talons and falling over a hundred feet to the ground below without letting go, do you think the male is brave or just following his instincts in this case?_

The Doctor heard the question and thought long and hard about it. Sure the eagles were just following their mating ritual and instincts when it came to instincts. However at the same time he could not believe that he would, if he were the male eagle, risk his life as well as the life of his mate in such a stunt without some kind of sense of commitment or without being brave. The answer was clear to him at that point, even if it were just instincts, an animal like that will have to be brave to do such an act with and for his mate.

"The male eagle is brave for going through with that ritual." He stated, satisfied that he had picked the right answer.

_So that's how you think huh, well I guess we all have our opinions_

The Doctor was confused at this response; he hadn't heard anything like that before now. Did he pick the right answer or was he supposed to have picked the other one?

_Let me fill you in on a little secret before I take you to the next level, since you seem so interesting to me. There are a total of eight floors that you must climb in order to reach the top, the last floor is known as the Cathedral, where only a few sheep have ever managed to reach. This is only the third floor_

"So there is an end to this nightmare?" The Doctor asked, trying to get as much information as he could before he was forced to climb again. "If there is an end to this, then there is a way to escape this nightmare and never suffer it again."

_You could say that, and just because I think you're fascinating to watch as well as entertaining, I'll let you in on one more secret. If you manage to reach the Cathedral, you will be given a chance to ask for one wish to achieve your freedom. I wonder what your wish for freedom would be if you reached the top_

"A wish for freedom, what does that mean?" The Doctor asked himself.

_Alright enough secrets for now, off you go_

**/watch?v=Tf2zT8dRJtM**

The booth started shaking and a second later the curtain opened up and he was forced out of the booth and onto yet another tower just like before. "Here we go again." The Doctor said as the tower shook and he heard the sound of blocks breaking away. "Well we have to climb sometime, might as well be now!"

So he started climbing, noticing that there were more of those immobile blocks then there were last time, and there were fewer trap blocks than before. This made the Doctor's progress much slower because there were fewer instances for him to make stepping stones to climb onto higher layers. However he noticed that including the brown blocks that had symbols of sheep on them there were some that had no symbol on them and were completely blank. He ignored them as much as possible, but then he reached a position where he couldn't move a single block to proceed upwards.

"Come on." He yelled. Looking to his left and right, trying to see if any blocks could be moved, or trap blocks that he could trigger. "There has to be a way forward, there just has to be!" However there wasn't anything but the dark brown blocks, with and without symbols on them. He looked and looked but couldn't see any way upwards without being able to move one of these brown blocks, but that wasn't going to happen anytime soon because they were too heavy to move and there wasn't any other way upward.

"Okay think Doctor, think. Look at what you have at your disposal and find the solution to the problem." He told himself, just as the tower shook and he heard the sound of the blocks below him collapsing away. "Also think about it fast because you really can't spare a single minute to waste."

He knew that the blocks with symbols could not be moved, so he decided to try and pull one of the blocks without a symbol on it. He pulled on it, and was gratified to know that the block could be moved. However it was agonizingly heavy and he only barely pulled it into position so that he could climb onto it. This took so much time that only four layers of blocks were between him and the abyss.

After some time he heard the ringing of the bells, and saw the light yet again. "That took less time than before." The Doctor said, but he wasn't going to complain if he could proceed onwards faster. He reached the top after a short time, and pulled the lever again to summon the carpet block staircase again that led to the landing. He heard clapping and the eager sound of the mysterious voice commenting on his progress again.

_You're making good progress little lamb, it's so inspiring_

**/watch?v=fGdv7Hq1qe4**

The Doctor climbed up onto the landing and saw nearly all of the sheep he had left at the last landing were there. However he noticed that the sheep who wore a fedora wasn't there. "I hope he made it and is just going on ahead of everyone else." The Doctor said. He had come to like that fedora wearing sheep, mostly because he was one of the first sheep to talk to him. He walked over to the same group of sheep he had given his speech to earlier and walked to a spot in their circle.

"You always get here slower than the rest of us." A sheep said as he took his place in the circle. "Still it is nice to see that you made it, I had no doubt you would get through. You're too incredible and too strong willed to fall behind the rest of us.

"Thanks my friend, I try to do my best to be an inspiration." The Doctor said, looking at how more sheep had joined their circle when he was there.

"Hey do you think, you could teach us a few things to help us all make it through our climbs?" A sheep behind him asked, this sheep was wearing a purple tie and business suit.

"Well I don't see why I couldn't." The Doctor said and he started racking his brain for any techniques or lessons he learned when climbing the towers. "Alright first off, what I learned about these blocks is…"

He talked for as long as he could, divulging every single scrap of information about the blocks he had come across so far, as well as teaching them his staircase technique and teaching them how to remain calm and not panic every time the tower shook. He knew that this information would help all of them, and even possibly save their lives. So he made sure to share every little bit of information with them.

"That's all I have to share I'm afraid. There isn't much else I can think of that would be helpful." The Doctor said after fifteen minutes of talking, however that was a drastic understatement compared to what the sheep around him would have said. He saw it in their eyes that they had hung on every word and syllable that he had uttered, learning whatever they could in hopes that it would help them survive.

"Thanks a lot sir, there is just something about you that tells me you can save us all." The sheep who asked him to teach them said. All around the circle the sheep nodded and parted as he stood up and began to make his way to the confessional. "I would keep talking, but I must keep going upwards, it's the only way I can possibly save everyone here including myself. It's also the only way I can get to the bottom of this mystery."

"Good luck, we'll see you at the top, we promise!" A sheep shouted, and everyone agreed with him and said they would meet him at the top as well.

The Doctor looked back, smiled and nodded just as he closed the curtain to the confessional and sat down to begin the session with the mysterious voice.

_You flew through that remarkably fast little lamb; I'm actually looking forward to seeing what you do next, and you've inspired the other sheep to climb even further with just your words_

"Yes well you're not exactly inspiring me to take the scenic route are you?" The Doctor said to the mysterious voice. He was really getting annoyed with this mysterious voice constantly being so eager with his progress compared to the other sheep. "How about we just go through our usual routine of ask and answer alright?"

_Very well, this time I shall begin with my question. You see your closest friend is spending more time with another person then they are with you, do you give them their space or try to include yourself with them?_

The Doctor ran this question over and over again in his head. It was like this mysterious voice was trying to make him think about Derpy every time he asked a question. Still this was one of the easiest and hardest questions he had to think about. On the one hoof he liked Derpy and enjoyed spending time with her, on the other if she was seeing another stallion besides him, he really didn't want to interrupt on them if they wanted to have privacy.

However he couldn't shake the jealousy he would have felt had it really been him in the question. The Doctor had a crush on Derpy, that much was true he admitted, but he couldn't force himself upon Derpy if she didn't want anything to do with him in that kind of a relationship. She said so herself that she was his best friend, and he wouldn't want to jeopardize their friendship merely to keep Derpy to himself. The choice was obvious to him, even if it was painful.

"Let them have their space, I wouldn't want to interrupt my friend if she was having a relationship with another stallion." The Doctor said, wishing that day would never come between him and Derpy.

_I see, I'll take that as your honest answer_

"Alright I answered your question now it's my turn to ask one. Why it I can't remember these dreams whenever I leave here? I know I've had this nightmare for the past three nights now, and yet I can't remember a single thing from them every time I wake up."

_Well that is quite obvious, because I'm not letting you remember anything when you leave_

The Doctor looked at the small confessional window in confusion. No way could anyone or anything stop someone from accessing their memories, that was impossible an immoral in every sense of those words.

_You see it would be quite difficult for me if I let every one of you stallions remember everything you experienced here in the dream world, it makes my job harder to test the commitments of every stallion here, but enough of that for now, listen… I can hear something coming for you ha ha ha haaaaa_

The booth shook for moment and the curtain opened up seconds later, and this time he walked out instead of being forced out. He looked down and up at the tower he was on, it was just like the last one, trap blocks, stubborn blocks, hard to move blocks and normal blocks. He could already imagine the paths he could take to the top; all he needed to do now was start climbing.

_=Doctor…=_

He heard that voice, it wasn't the same as last night's voice and nor was it the mysterious voice which kept asking him questions. It was different, extremely seductive and only faintly familiar. "Who is that?" The Doctor asked quietly. He turned around and looked over the edge to see where the voice was coming from.

_=Doctor…. Want to spend some time with me Doctor?=_

What looked like a grotesque brown colored pony crawled up from the darkness, to slam its hooves into the tower just like the monster Derpy from last night, however it only faintly resembled a pony. Its eyes were violet and clearly feminine, while its rear and torso were covered in scabs and boils. The hooves were covered in scales and its tongue kept sticking out like that of a serpent's.

"You are definitely not something to look at!" The Doctor shouted, running to the nearest ledge and beginning his climb, completely forgetting the paths he was thinking about earlier in his rush to start climbing. He climbed quickly, efficiently, and with every possible ounce of haste he could muster in his hooves. The creature was slower to chase him then the fake Derpy from last night, but that didn't slow his progress down in the slightest.

_=Oh you're so exciting!=_

The Doctor heard he words and was completely baffled by what it was saying. What kind of creature was this monstrosity? Was it trying to seduce him? If so it was doing a very poor job of getting his attention, it wasn't even remotely attractive enough to get his attention. He had no difficulty in staying focused when it came to climbing the tower. He climbed and climbed and kept on climbing, moving blocks into position so he could get to each new layer.

_=Slow it down sugar, I can't keep up!=_

He heard something fly past him and he looked up to see what looked like pink dust falling onto him. He had no hope of getting away in time, and he was completely covered in the stuff. He shook himself to get rid of the dust and started to climb again. At least he tried to start climbing again.

"What the." The Doctor said when his hooves started acting up and doing their own thing. He had tried to climb up onto the block in front of him with his front hooves, but his rear hooves had tried to do it instead. This caused him to plant his face into the block he was standing on.

"Ow, that hurt oh that definitely hurt." He said, trying to stand up again, but instead his hooves started acting up again. "Okay what is going on here, stop doing your own things will you!" He yelled at his hooves.

After a few moments he managed to get back on his hooves, and guessed that the dust had caused his hooves to act up. "Okay lets experiment. Front right hoof you go forward." He said, trying to make his front right hoof step forward. Instead his front left hoof went forward. "Now, rear left hoof, you go forward." His rear right hoof stepped forward this time.

"Okay, hopefully this is temporary. For now though, remember what moves what, NOW AVANTE DOCTOR!" He shouted as the monster shook the tower again and caused blocks to fall away. It was slow going at first because he was getting used to having to make his hooves move differently than before, however his pace picked up when the effects of that dust wore off.

_=I'm willing to show you more.=_

He ignored it, ignored everything it tried to say as he continued to climb the tower. Whenever it started trying to throw more dust on him, he used the blocks themselves to create a temporary shield to avoid the dust. This slowed him down every step of the way as he continued to climb higher and higher. However he heard the sound of bells eventually and saw the light from the door that told him he was close. He climbed faster, triggering traps and making enormous progress as he seemed to fly upwards.

Finally he reached the top of the tower and stood in front of the door. "Well Doctor, another door and another night behind you!" He said as he opened the door and the light enveloped him.

=Oh Doctoooor….=

"Not again, please not again." He moaned as he turned to see that the gross pony monster had caught up with him just like the monster Derpy.

=Let's spend more time with each other doctor=

It giggled as it leaned closer to him in a pathetic imitation of giving a kiss to him. "Get back!" The Doctor shouted as the light from the doorway shot a beam of light at the monster. It was still giggling even as it groaned in agony when the light hit it; it flew backward and fell into the abyss.

"That, was by far the most gruesome being I have ever encountered in this and or on, any planet!" The Doctor said, trying to shake the feeling that it was familiar as he walked through the door. Just as the door closed he heard the all too familiar clapping, indicating that the mysterious voice had been watching him the entire time.

_You've survived the Torture Chamber, very impressive little lamb… you're really making this interesting_


	6. Night Four - The Siren Mare

Night Four, The Inquisition

**/watch?v=N74NO-nqkYs**

=11:45 Am=

"Doctor!"

"No, no not again…" The Doctor moaned in his sleep as he saw a horrible image approaching him.

"Doctor can you hear me?"

"Get….back. Get back!" He shouted as it leaned forward to devour him.

"Doctor you're having a nightmare again, wake up!"

The Doctor woke up with a scream and slightly insane for a moment. He was struggling with some unknown pony that felt like it was attacking him. He fell back to some combat training he had learned from the Ying Huong Monks of the Chin Dynasty back on Earth and instantly gained the upper hoof, tossing the mysterious pony onto his bed and instantly using his other hoof to pin them down.

Only to realize that his attacker was actually his assistant Derpy and she was looking at him with terrified wide eyes as she watched the Doctor come so close to hurting her. His heart's stopped as he looked into her terrified eyes.

"D… Derpy…" He whispered quickly, getting off her and backing away quickly. "Derpy I'm, I'm so sorry I didn't realize it was…"

He could not believe what he had just done; he had never in all his travels with her ever come so close to hurting his assistant. Not once in his journey had he ever purposefully hurt any of his companions, and he had just used a move that was meant to pin an opponent down while you prepared your other hand to deal a fatal blow to their windpipe located in the throat.

Derpy was still scared at what just transpired but still got up and watched him with concerned eyes. "What is wrong with you Doctor?" She asked through tear streaked eyes. "This isn't like you, you aren't your usual self and you haven't been since the day we first came here. What is wrong Doctor tell me, I can help you I know it!"

"I just had a bad night's sleep is all." The Doctor said desperately, trying to calm down his assistant and keep himself calm. "I just had another nightmare, I wish I could tell you what it was about but I just can't remember it. I'm sorry Derpy but I swear to you nothing is wrong with me."

"No there is something wrong with you Doctor." Derpy said through her tears, not buying a single word he said. "I'm looking at you now and I can tell something is wrong with you. You aren't sleeping well, you're having nightmares constantly. You have bags under your eyes and you just tried to hurt me while you were still half asleep! Tell me what happened to you Doctor; something happened before we came here that is causing you to have these bad dreams."

"I don't know what's happened to me!" The Doctor shouted, now crying himself at the thought that Derpy was crying because of him. "I don't know, I just didn't have a good night's sleep for the third night in a row and I don't understand it!"

He walked over and picked up his sonic screwdriver from the floor and scanned himself, looking for any anomalies or anything wrong with his biology. Other than an increase in adrenalin there was absolutely nothing wrong with him, which just drove him so mad that he threw his screwdriver across the room in a fit of anger. "Nothing is wrong with me, the screwdriver can't find anything wrong with me and this is making me furious!" He shouted, now taking his anger out on a hat that was sticking out of one of his drawers. "I can't seem to get a good night's sleep for some reason, no matter what time I go to bed; I just can't seem to have a good night's sleep. I have been suffering from nightmares for three nights in a row as well, and I can't remember a single blasted thing from it."

The Doctor had long forgotten that Derpy was still in the room, still watching him as he ranted and raged. He completely ignored the fact that while she was still watching him with both of her terrified tear streaked eyes, she was slowly backing away from him into a corner of the room where he wouldn't hurt her if he got out of control. Still the Doctor raged and ranted, taking his anger out on anything that wasn't so precious to him that he would have happily torn it apart. He tore one of his favorite hats in two, shredded an old pair of jeans from his fourth regeneration, and threw a picture of him standing in front of Big Ben when he had visited England in the nineteenth century across the room.

"Why can't I remember these nightmares, something in my skull is screaming at me that they are important and I have to remember them. That same little voice in my head is telling me that the answers, the keys to solving the mystery of why the stupid Tardis brought us here in the first place, are buried in my memories. I literally am being told by my mind that the keys to solving this problem are just within my hoof's reach, and YET I CANT REMEMBER A SINGLE TINY LITTLE DETAIL! All it would take is that scrap of info, one tiny, little piece and we can be so close to solving it right now! YET I CANT REMEMBER ANYTHING!" He shouted, throwing the last item within reach limply onto the bed.

The Doctor screamed then, but it wasn't a scream of rage or frustration. It was a scream of an all but broken pony as he tried desperately to find an answer that just simply did not exist. He leaned over onto his bed and cried, cried until he started gasping for breath. He kept crying until his tears made a small pond below his face on his bed, and still he cried. "Why can't I remember one tiny little thing." He moaned through his tears, and pounded pathetically on the bed with his hooves as he continued to cry into the bed.

**/watch?v=bnAFZVIHKbQ**

Derpy gathered her courage and walked over to the Doctor as he lay there sobbing into his bed. She saw that he was no longer angry or mad, just within an inch of having his spirit broken. She took a chance and put her hoof around him and pulled him into a small but necessary hug. He hugged her back, crying into her shoulder now as she gently patted him on the back. "There you go Doctor, just let all the tears out on your assistant's shoulder." She whispered to him, as he sobbed and sobbed into her shoulder. "I'm here to help you Doctor, I'm your best friend after all."

/**watch?v=wwNAwkulMF0**

The Doctor had about a moment to register what she just said before suddenly a vision flashed before him, a horrible image of a terrifying monster with golden eyes, and some familiar words said in what sounded like a terrible imitation of Derpy's voice.

"_I'm your friend… Doctor…Your best frieeend…."_

"Ugh my head!" The Doctor shrieked, grabbing his head with his hooves and cringing at the pain in it.

"What's wrong Doctor?" Derpy said quickly, backing up a bit in case he went on another rage fit again.

"Say it again!" The Doctor said, instantly realizing that it was a piece of information that was trying to break out of his mind.

"Say what again?" Derpy asked hesitantly.

"What you just said, say that again!" He shouted. He could feel it vanishing again. The memory had already almost completely faded away.

"I'm your best friend?" Derpy said again.

**/watch?v=w7f2iMMRuqo**

The Doctor felt the memory surface again, and he instantly felt it this time. It was an image, an image of a monster that looked almost like Derpy. He had about a moment before it started to fade again. "Notepad skin and crisscrossed golden yellow eyes, no tongue or teeth in the mouth, your voice, and a skeletal pony body and skeletal hooves." He shouted before the memory faded away.

There was a moment of silence as Derpy looked at the Doctor questioningly while he gasped for breath. "What was that about Doctor?"

"Derpy what did I say, say exactly what I just said in the order I said it." He said quickly.

"Uh, Notepad skin and crisscrossed golden yellow eyes. Uhm, no tongue or teeth in the mouth, your voice and a skeletal pony body and skeletal hooves." Derpy said, trying to recall everything that the Doctor had said exactly as he said it.

"Okay, because now I can't remember the image that occurred when you said those words." The Doctor said as he got up and caught his breath. "From what it seems, that was a piece of my nightmare that was trying to break free and tell me something. No doubt triggered when you said that specific sequence of words Derpy."

"When I said that I was your best friend?" Derpy asked, hoping it wouldn't trigger another episode.

"Yes and it seems it won't work again because nothing is happening now that you said it again." He said disappointedly. "It must only happen when I'm not aware of the word sequence and when I'm not trying to remember a specific memory. In any case here's what comes to mind without actually knowing what it was I'm supposed to be remembering."

The Doctor started pacing from one side of the room to another, thinking very hard about everything Derpy just told him. "It seems to be some kind of monster that has your voice Derpy, as well as your eyes. It has the same kind of pony skeletal structure as every pony here does, but instead of normal skin and fur its notepad paper. It also lacks anything to cover its hooves so the skeletal structure is bare. Not to mention it lacks any teeth or muscles in any part of its body from what I can guess." He said.

"That doesn't exactly bring a pretty picture to mind Doctor, do you think it has some connection to all the cheating stallions and why you are having such a hard time sleeping?"

"As a matter of fact I do Derpy, it is definitely a clue to this mystery." The Doctor said excitedly, he had a clue to work with at last. It wasn't much of a clue to go on because only he was affected by it, but it was a clue nonetheless. "We have something we can work with. Now we just need more information, something to work with so that we can find all the pieces one at a time."

The Doctor continued to pace back and forth, muttering mostly to himself about this and that before he finally spoke to Derpy again. "Okay, here is what we know so far. One the Tardis brought us here to solve a problem that just didn't seem to exist, though you pointed out the only possible problem was that stallions were cheating on their mares. Two is that I am suffering from nightmares that I can't remember, as well as having terrible nights. Three is that all of this started some time three days ago before the Tardis took us here, something happened that started the bad nights and the nightmares."

Derpy watched the Doctor talk and saw just a glimmer of his old self. It wasn't much of a glimmer, but for this moment, he looked and sounded like the silly overeager, childlike Doctor that she loved. He was ignoring that fact that he still had huge bags under his eyes, ignoring that his eyes were red from crying and he still sounded slightly hysterical after three nights with lack of sleep. She knew that he would no doubt want to continue looking for clues to the problem; however she felt that it was more important to try and fix his health before anything.

"Doctor I know you want to go investigating again, but how about we try and get you checked out at the clinic before we do anything." Derpy suggested. "If nothing we can get something that will help you sleep at night at least."

The Doctor looked at Derpy for a moment and nodded. "Yes, one thing at a time I suppose. A good night's sleep will do me much better good then more clues to the mystery." The Doctor said as he started toward the door.

However it was clear to both the Doctor and Derpy that the lack of a good night's sleep was clearly getting to him, as he was fumbling with the door to his room, and his hoof was shaking as it tried to open the main door. Still however they made it outside and began making their way to the closest clinic.

=Ditzy Doo (Derpy) 1:35 Pm=

**/watch?v=4i9u_hucAUs**

Ditzy left the Doctor in room 35-K in the nearby clinic after a roughly two hour waiting period. There he had been diagnosed by a nurse who seemed extremely upset over something and was told he was suffering from sleep deprivation. "Big surprise there." Ditzy said to herself as they were lead to a section of the clinic that deals with common everyday illnesses. They were now waiting for a nurse to show up with the medication he would take to help him sleep later that night as well as the next night. Ditzy however felt a sudden desire to go investigate for the Doctors sake because he mentioned that he had been investigating the cheating stallions here.

"Be careful Ditzy, my sonic screwdriver couldn't get a lock on whatever that second signal was. So be on guard for anything out of the ordinary." He told her quietly as she left the room.

"Alright so the cheating stallions' issue, I guess the best candidate to ask first would be that mare who diagnosed the Doctor earlier." Ditzy said to herself as she turned a corner and started looking for the nurse, which resulted in her knocking over a garbage can and accidentally causing a physician to drop whatever he was holding at the sudden noise. She walked down a corridor and started hearing two ponies arguing in a nearby office. Guessing that she just found her candidate she walked slowly toward the office door to listen in on the argument.

"I'm worried about you Cobbler, you haven't been sleeping well and you have rarely been talking to me." A mare's voice was saying in a hysterical tone. "I know we haven't always been the closest marefriend and stalfriend, but we have always been close friends since we were fillies. Tell me what's wrong, maybe I can help you."

"I don't know what is wrong with me Kindle, and that's the thing I just don't know." A stallion said in a frustrated tone. "I just can't sleep well at night, and I just can't remember what these nightmares are. Perhaps its overwork I have been working overtime more often, especially recently, no thanks to that mare Nurse Lola."

"Speaking of Nurse Lola you have been spending quite some time talking to her, how come nopony ever sees you two where you say you are." The mare asked suspiciously, though there was still a trace of concern in her tone.

"I don't know, I tell everyone where I'm going to be and always make sure my intercom is on in case of emergency." The stallion said exasperatedly. "Honestly you jump to conclusions; I'm telling you I am not dating any other pony besides you."

"So you say yet the last time we went on a date was about three months ago, and that was because the clinic was being renovated for your section. Ever since then you haven't even so much as asked me to spend lunch with you."

"Listen to me Kindle I'm telling the truth, I just…" The stallion said, however right at that moment a voice spoke over an intercom that drowned him out.

**-Will Nurse Kindle please report to ICC Room twenty, repeat will Nurse Kindle please report to ICC Room twenty-**

"We'll discuss this later." The mare inside said angrily. The door opened and a purple mare in a nurse's outfit stormed out and headed down a hallway and out of sight.

Ditzy waited for her to leave before slowly opening the door and knocking as she entered. "Uh excuse me doctor, can I ask you a few questions?"

The doctor in question was busily grabbing some files off the desk in front of him and straightening them. "Of course miss, please come in."

Ditzy walked in and closed the door behind her before taking a seat. She looked at this doctor and immediately noticed that he had dark bags below his eyes, just like the Doctor's eyes. He also looked just as irritable and hysterical as the Doctor did that morning; although he was much mellower then the Doctor was feeling. "I'm Doctor Cobbler, what can I help you with today miss?"

"Uhm, it's my friend the D..." Ditzy was about to say but quickly changed the Doctor's name midway. "Dexter, yes my friend Dexter. He came in today and he's been suffering from what the nurse said was sleep deprivation. I just wanted a second opinion on his symptoms that's all."

"Alright well tell me what he's been feeling recently and I'll see what I can come up with."

Ditzy related everything that had been happening to the Doctor over the past few days, explaining in as much detail concerning the lack of sleep as well as the constant nightmares that he had been having. She related how he had acted earlier that day as well, though she left out the fact that he had come close to really killing her.

As she talked and voiced her concerns for the Doctor, she realized just how much suffering the Doctor was under. In just three days he had gone from being his typical bouncy intelligent self, to being a depressed, shaken and hysterical stallion. And it's all because of a lack of sleep and nightmares.

"From what you're telling me it seems your friend Dexter is suffering from suppressed emotional memories." Cobbler said, as he rubbed his eyes vigorously. "It's quite common among ponies that have terrible pasts. This includes ponies that were neglected, abused or tormented during their young lives."

"That does sound a bit like Dexter, but how come he's having such difficulty sleeping?"

"If I know the answer to that I'd have a solution for myself." Cobbler muttered to himself, but Ditzy heard this and pretended not to know.

"Is something wrong with you Mr. Cobbler?" Ditzy asked as he blinked his eyes rapidly. "You don't look very good."

"It's nothing serious; I just can't seem to get a good night's sleep these days." He said with a faint smile. "It's nothing too serious so don't worry about me, besides your friend is the patient not me."

"Well tell me what's wrong; maybe I can help you figure it out." Ditzy asked. _–If this Cobbler is one of the cheating stallions then I can find a clue as to what's wrong with the Doctor. He isn't cheating on me, that much I know, but whatever is affecting Cobbler here is also affecting the Doctor-_

"I highly doubt that, but hey it's worth a try isn't it?" Cobbler joked as he took a seat behind his desk. "Well for the past three days now I have been having difficulty getting a good night's sleep. I also seem to be having some bad nightmares, and it's been happening for the past three nights as well. Every night without fail I always wake up in a sweat and have difficulty recalling what the nightmare is. That's all there is too it, I just can't remember my dreams that's all."

Cobbler picked up another folder from his desk and opened it to a page that Derpy couldn't see. "It's most likely overwork; I have been working overtime for the past three days as well."

"Why are you doing so much overtime, it looks like there aren't that many ponies needing to be treated?" Ditzy asked when he mentioned having to work overtime.

"There aren't that many ponies needing treatment, however we've had a sudden rise in ponies suffering from sleep deprivation for some reason."

"Are they all stallions?" Ditzy asked quickly. "I'm just a little curious that's all."

"Well there are more stallions then mares suffering from recent sleep deprivation, however I don't see how that's any different." Cobbler said, but at that moment a knock on the door drew his attention. "Excuse me one second miss."

Cobbler walked out of the office and closed the door quickly as he saw whoever it was on the other side. Derpy wanted to overhear but didn't want to be discovered overhearing a private conversation. Still she needed to hear whatever it was that this stallion had to say, she knew that the Doctor would want to listen to everything he said because any clue no matter how small could be crucial. So as stealthily as she possibly could, which was an achievement given her track record when trying to not break anything, she slipped the door open just a crack and heard the conversation on the other side.

"You know you could always just dump her, I mean isn't she just tying you down with this job?" A mare's voice said in a seductive voice. "If you just leave here you can finally get a better job position than anything you could achieve here."

"Look Lola, I understand and agree with what you're saying. But I just can't leave my marefriend just like that, we've been friends since we were both fillies and I want to be as close as possible to her now that she lost her parents." She heard Cobbler say in a frustrated voice. "Anyway enough about my private life, do you have my medication as well as whatever duty roster you have for me? Tell me I don't have to work overtime again; this will be the fourth night in a row that I've had to go home after midnight."

"Sorry to disappoint you in that regard then, here are the pills you requested and your duty roster for tonight. You're going to have to work overtime again." The mare said in an amused tone as Derpy heard the sound of pills clattering around in a vial. "Although remember, if you ever want to clear your schedule for a little date with me, don't hesitate to whisper it to me in the corridor."

"That's quite alright Nurse Lola; I better put my pills in my office and get ready for my shift in an hour." Cobbler said.

Ditzy closed the door silently at this and jumped back into her chair before Cobbler opened it again and stepped through, carrying a vial of pills as well as what looked like a list of names and times. "Is there anything else you need miss?"

"No thanks Cobbler; I'll think about what you said for Dexter so I'll see if I can help him later." Ditzy said calmly, trying to remember everything she heard. She left the office and made her way back to the Doctor's room.

=Doctor 1:38 Pm=

"I really hope Derpy finds something useful." The Doctor said as he heard the sound of his assistant walking down the hallway, and the sound of the resulting garbage can being knocked over and someone shouting in surprise as whatever they dropped sounded like glass. "Although I'm really hoping Derpy doesn't destroy half the hospital's equipment in the process."

The Doctor looked around at the clinic room for something to take his mind off while he waited for the nurse to arrive with the medication he was prescribed. He was told he had sleep deprivation and had to take sleeping pills to help him at night. Why he had to wait in a clinic room for his pills however, was a mystery to him. "Everything these ponies do is so strange, yet wonderful." He told himself as he pulled out his sonic screwdriver and decided to toy around with it for fun. "They make sure that ponies receive any medical attention no matter how small or minor it is. They also actually give out lollipops for a visitor, that's a nice touch over the hospital I visited back in the twelfth century when they tried to burn me thinking I was a witch for having two hearts."

While he waited for the nurse to arrive he fiddled with his sonic screwdriver nonchalantly. A he started scanning in the door's direction he heard the telltale beeping that indicated it had discovered an anomaly. Excitedly the doctor tried to track it but instantly the signal vanished before he could get a lock on it. "It got away again? Why can't you track it you stupid screwdriver?" The Doctor said just as the door opened.

**/watch?v=hHBk80JiBo8**

"Why hello Doctor!" An all too familiar voice said in a feign attempt of honest surprise. "Of all the patients I could have gotten it had to be you, it must be destiny!"

The Doctor looked up and instantly his heart's stopped for the second time in a row that day. "Nurse Lola, it's you." He said quickly as he saw the chestnut mare with violet eyes in a nurse's outfit. "What a pleasant surprise to see you again as well."

_-Of all the luck, her again?- _The Doctor thought as he tried to stay focused and calm. It would of course be a practical joke the universe played on him to have this mare be his nurse.

"Well Doctor what seems to be the problem with you?" Lola said as she closed the door and stared at him with that seductive look in her eye again. "Or did you just come here to spend some time with me at work?"

"Uh, I just need some… uh… sleeping pills to help me get to bed at night." The Doctor stammered quickly, trying to look for something else to stare at besides those eyes.

"Alright are you sure it's just some pills you need, or would you like some special treatment for whatever is ailing you?" She said as she walked over to open a cabinet and bent down to grab something inside. She made a definite effort to reveal as much of her rear as she could to the Doctor while wearing that nurses outfit.

The Doctor quickly averted his eyes, staring at a nearby diagram of a skeleton. He pretended to not notice how she was taking a long while to find a pill container. "No I am quite sure, just some sleeping pills would be appreciated." She finally closed the cabinet and the Doctor took a chance to glance at her.

**/watch?v=Iq2my8zBvAo**

He quickly regretted his decision as he saw that she was very close to him and looking right at him with that seducing stare of hers. He knew he was shaking, but not with fear. Something inside him was aroused, and he really did not want it to be. There was something so attractive about her that he felt himself for the briefest moment think of simply giving in to her trance. However the thought that Derpy might barge in at any time quickly got him back on track. He was just hoping against hope that Derpy was taking her sweet time looking for clues without blowing up the hospital. If she came in right then and there he was going to have a very hard time just getting her to talk to him again, let alone explaining what was happening.

"You know Doctor, if you ever feel like going on a wild and exciting adventure with me, all you have to do is ask." She giggled. "After all you are one of the most exciting ponies I have ever met, and all I've done is scratch the surface."

The expression on his face said how shocked he was as she put the pill bottle next to him and put a hoof on his shoulder and started rubbing it with her own ever so slowly. "I know you have more you can show me, and I have much more to show you." She whispered as she leaned in closer to his face. "And I am ready and willing to show you more… Doctor."

**/watch?v=wwNAwkulMF0**

At those words his mind flashed and he saw a grotesque image of a Pony covered in boils and scabs flash before him, followed by a voice that sounded like a pathetic imitation of one trying to be seductive. _"I'm willing to show you more."_

He grabbed his head as it screamed in pain. "No thanks." He managed through clenched teeth. "I'll just take my pills… and go. Thank you very much Lola."

"Well if you insist." Lola said as she backed away disappointedly. "By the way Doctor before I go, why don't you go on any more trips or adventures? If you could indulge me one question as I leave."

The Doctor took a few moments to answer because he realized that another memory flash had just tried to break through some mental barrier like earlier. "Well, you see I have an assistant as you know. I just enjoy spending time with her and while I enjoy a good adventure as much as you do, I just can't bring myself to just leave her behind and vanish for years at a time. I also just can't ask her to leave everything behind to join me, and I find my new area that I call home is really quite peaceful."

"In other words you're caging yourself because of a mare?" Lola said, no longer sounding attractive as before. "How long have you two been together?"

"About a little over a year now, my how time flies when you're not traveling the universe." The Doctor said, mostly to himself as he recalled just how long they have been together.

"She is still only you're assistant though?" She asked curiously.

"Well she's more than that; she's like my best friend now."

"Oh I see, well then I'll see you tomorrow Doctor." She said in a cheery tone before leaving the room.

=9:37 Pm=

**/watch?v=gFdDrP9rmTY**

"Okay so now we know something is up." The Doctor said as he paced around the Tardis control room. "First of all it's not JUST stallions being affected its mares as well. Which begs the question of why this is happening to them? By all rights from what you've told me there shouldn't be anything happening to them if it's purely stallions cheating on their mares."

The Doctor and Derpy had just finished eating a meal that the Doctor desperately needed after all that has happened that day. Now he was summing up everything that Derpy told him she overheard while investigating into the mystery of the cheating stallions. Now that he had more information he could work with he was starting to see the picture of what was going on in Manehattan.

"First off it's not just cheating stallions it's also mares being affected by whatever is causing this. Second these ponies are suffering from nightmares, and thus they are having difficulty sleeping at night, causing them to suffer from sleep deprivation. Thirdly there is something causing all of this that my sonic screwdriver is having difficulty getting a lock on. That something is masking its presence and signature so well that the sonic screwdriver can only get glimpses of it before it vanishes again."

"Don't forget that some of these stallions being affected have been supposedly cheating on their mares." Derpy reminded him. "Whatever is doing this is trying to break up honest couples."

"While that isn't off the table Derpy I doubt that it's the main reasoning." The Doctor said sternly. "There is another reason, a real purpose behind all of this of that I am sure!"

Derpy looked disappointed that the Doctor had shot down her theory so quickly without even thinking about it. She realized that he was putting so much effort and thought into finding the identity of whoever was behind it, but she felt he was jumping to conclusions just a little too early. Still he was the Doctor, and he tends to think ahead five steps ahead of what everyone else thought, so she figured he had already solved the most important pieces of this mystery and was just giving her the results of his work.

"Yet there are still a few pieces of this puzzle missing that I can't figure out." The Doctor said furiously as he paced back and forth still, his eyes starting to itch but he ignored them. "First of all what kind of creature could pull this off, and remain undetected by virtually everything. Second how is it affecting pony's memories, because that is the secret to how it works."

"It's secret?"

"Yes Derpy, its secret is how it's remaining undercover." The Doctor said as he started glancing back and forth in hi pacing now, trying to keep his eyes from itching. "Somehow this thing is able to suppress memories of any pony who suffers these nightmares; clearly it's trying to keep information from reaching the surface. You said this Cobbler fellow was suffering nightmares as well right?"

"Yes, he said that he couldn't remember anything from his nightmares no matter how hard he tried."

"Clearly it was doing a good job at repressing these memories of every pony until it started with me. Somehow my memories are slipping through possible cracks in its barrier, and these little bits are the key pieces of memory that my mind is trying to give me." The Doctor said as he continued to pace, his eyes were so itchy now but he ignored them. "Yet what is my mind trying to tell me, why does it show me an image of a monster version of you Derpy, and why does it show me another image of that…"

He stopped as he was about to mention Lola, not because he wanted to keep that mare a secret from Derpy, but because he had tripped on his own hooves. He fell face forward into the Tardis control console, and instantly he groaned in agony as he felt his fatigue catch up to him.

"Doctor are you alright?" Derpy shouted as she helped him back up.

"I'm alright Derpy… just so tired." He whispered as his eyelids felt like iron weights. "I think it's best if I go to bed now. Hopefully those pills do the trick and I can get a good night sleep." He shakily started walking toward his bedroom with Derpy providing her body as support to keep him steadied. He grabbed the sleeping pills he was given earlier that day and swallowed two as he climbed into bed. "Derpy do me a favor and read chapter four of that book you saw me reading yesterday for me. I want to know what happens next in the story, it's very interesting and reading helps me calm down."

Derpy looked around and picked up the book and turned to chapter four. For some reason she felt a strong desire to read this particular chapter, not just because the Doctor asked her but because something inside her was drawn to the book tonight. "Okay, chapter four…."

She read out the story of the fourth chapter to the Doctor. The shepherd had continued to lead the sheep down a path, and the sheep that had taken the lead in calling the others was still leading them, however now he was joined by a new sheep. A female sheep seemed to be questioning his decision to follow the shepherd, mostly because he did not seem to care at all about the flock. And all along they still followed the shepherd, this herd of sheep.

She finished reading it and felt tired now. "Doctor would you like me to sing you a lullaby to help you get to sleep?"

"I'll take any help I can get… at this point…" He yawned, his eyes still not fully asleep.

So Derpy sang him a lullaby, one that she just thought up, yet fit the Doctor's situation perfectly.

/watch?v=HCLCtdKt9PQ

"Stars and hooves and air balloons… fluffly clouds to the horizon…"

The Doctor started closing his eyelids.

"I'll wrap you in rainbows… and rock you to sleep again…"

The Doctor's eyes closed at last and his breathing steadied.

"Don't you cry dear I'm here now… I will be your nightlight…"

Derpy felt that she was starting to fall asleep as well, and decided to join the Doctor in bed as well.

"Nevermore will the waters rise, until the mountains no longer touch the skies…"

He snored and Derpy started to lie down next to the Doctor, not fighting the urge to spend the night in the Doctor's bed when he needed her most.

"I'll wrap you… in rainbows…"

Derpy said as she snuggled as close to the Doctor as she physically could and placed her head next to his. She gave him one kiss on his cheek as she felt herself slipping into her lullaby's trance.

"And rock you… to sleep… again." She whispered just as she herself gave in to her own lullaby, and fell fast asleep next to the stallion she loved so much, and longed for with every fiber of her being.

=?=

_Wakey wakey little lamby, you know the drill by now_

The Doctor woke up so fast that he felt he had never fallen asleep in the first place. He looked around the familiar room of darkness with only a single door in it. The light coming from the door was white this time, and he felt himself being drawn to the door like the previous nights.

"I'm back in the nightmare again…" The Doctor whispered to himself as he stood up on all four hooves. "What is it this time?"

_You know the routine little lamb, step through the door and I will tell you you're trial_

The Doctor didn't like the way he phrased that, but he was getting used to the routine of this nightmare. He walked to the door and was enveloped by the white light as he opened it. Instantly he felt himself being forced through the door by some unknown force.

_Tonight's stage will be the Inquisition, now we shall see what judgment has in store for the sins that have brought you here tonight, and we will know if the one who judges will forgive you for those sins_

**/watch?v=x0wRnqIxDiE**

He fell forward again, onto the all too familiar blocks that he had become used to seeing each night so far. He looked around the room and instantly understood what the mysterious voice meant when it said he would be judged by the Inquisition. The room looked like a giant courtroom; on one side sitting in alcoves with the symbol for male inscribed on the stone were sheep. On his other side were similar alcoves with the symbol for female inscribed on the stone, sheep also inhabiting them. Between the two and staring down at him was an enormous statue of Blind Justice, in one hand she held the scales of justice and in the other was a spear made of solid gold, the tips of both ends were in the shape of both the male and female symbol. The statue towered above the tower he was standing on, and he had a feeling that even though he could see the top of this statue, his climb would not be a short one.

And all of this surrounded yet another tower of blocks that the Doctor would have to climb in order to escape the abyss below him.

"Why must I suffer this nightmare again tonight?" The Doctor whispered to himself as the tower shook for the first time and he started climbing. "I was just being sung a lullaby a moment ago by my assistant, why can't I just stay with her and have a nice dream for one night?"

The mysterious voice however was not concerned with his petty complaints or pleas of mercy. He knew all it was concerned with was watching the Doctor and every other pony caught in this nightmare scramble to escape death from falling.

The Doctor climbed his tower, looking around for any sign of the other sheep he knew would probably be at the landing if they made it. However he was completely alone as he climbed that tower. The tower itself was comprised of a variety of bocks, including the normal and trap blocks he had become familiar with. As he continued to climb he noticed that the brown blocks of both moveable and immobile variety had also made a reappearance. However there was a new block type that he encountered some distance upwards that caught him by surprise.

As he climbed onto what he thought was a normal block he heard some kind of springing mechanism clicking below him. He thought it was a trap block but before he could get off it he was thrown clear into the air. At least five layers worth of blocks flew by as he was thrown upwards. Just as he reached the sixth level in his ascent he started his descent now and landed extremely hard on the block that sent him up in the first place.

"Ugh, great another new block to watch out for." The Doctor said as he got off the block quickly. "On second thought though, maybe you can prove helpful."

He pushed the block to a position where he could use the block to ascend higher than any of his self-made staircases could have, and in much faster time. Once the block was in position he climbed up on it and felt the spring block, as he dubbed it, prepare to spring him upwards. An instant later he was flung upwards and just as he began his descent again he grabbed ahold of a ledge and climbed onto the layer. He looked down and saw that he had at least a dozen or so layers between him and he falling layers.

"Note to self, keep an eye out for those blocks. They can be extremely helpful." The Doctor said as he resumed his climb upwards.

He continued to climb the tower for quite a while; however he couldn't help but wonder why all those sheep sitting in the alcoves were merely watching him. They stayed in their seats and merely watched him climb the tower. Not a single one of them clapped or did anything more to make him know that they were watching him climb that tower.

"What are they looking for, how can they possibly judge me just by watching me climb a tower." The Doctor whispered as he triggered a trap block and used it to climb to a higher layer. However everything else he was going to think was completely erased as he heard the glorious sound of the bells ringing. He looked up and saw that wonderful light that indicated he was near his goal. He climbed faster, and after only a few minute he reached the end of his climb. "Now let's get off this tower and onto solid ground."

He pulled the pulley above him and the red carpet blocks fell into a staircase before him. He started climbing this staircase and as anticipated, he heard the sound of clapping from that mysterious voice, followed by his commentary.

_You're just so fascinating to watch little lamb_

**/watch?v=fGdv7Hq1qe4**

The Doctor climbed up onto the landing and noticed that there were fewer sheep among the herd today. The Church looked in better condition than last night, with planted flowers sitting in small pots as well as miniature angel statues in front of the confessional booths. Even the benches were in better condition, no longer covered in dust and broken down, however they still looked in poor condition as if they were in need of replacement. He noticed however that the fedora wearing sheep was there as well, sitting on one of the benches. "It's good to see you again!" He shouted and ran towards the fedora. "How are you today?"

The Doctor realized that was probably the absolute worst question he could have hoped to ask anyone in this situation. "Well you seem to be in good spirits today." The fedora sheep said, smiling slightly as he looked back at him. "So it looks like everyone who should be here is here."

"What do you mean?" The Doctor asked quietly.

"The mysterious voice said that this is the halfway point. After today no new sheep will join the herd, and only a few if any will go on to reach the Cathedral." He said glumly, looking back at the confessional as its curtain hung waiting for someone to enter it. "In other words only one of us, if that will be able to reach the end of this nightmare, the likelihood of us all dying seems to be high now."

"That's not true, we'll make it to the top, I promise!" The Doctor said confidently.

The fedora sheep smiled faintly but still managed a small laugh. "Well, in any case you should get going into the confessional. I think that voice is waiting for you more than any of us."

The Doctor nodded and walked up to the confessional, noticing that all the other sheep were watching him with baited breath and glimmers of hope in their eyes. "The weaker cling to the strong, I must remain strong in order to give them courage." He told himself as he entered the confessional and closed the curtain to begin the session again.

_My oh my you certainly know how to make an entrance little lamb, I am eagerly awaiting your next performance_

"I don't care what you think when you see me, whoever you are, but you are only going to get away with this for so long." The Doctor said angrily, he's had enough of the nightmares and he's had enough of the suffering. "I know you're trying to accomplish something with these nightmares, and I know you're the reason that none of us can remember anything that happens here. I want to know the truth, what is it you hope to gain by making us suffer these dreams every single night."

_Since you made it this far I'll give you a small answer to satisfy you for tonight, the answer you seek can be found in the questions of the one you know_

The Doctor wondered what the voice meant when it said, satisfy you for tonight.

_The one who shall judge you has stumbled onto the reason behind why I am doing this to all of you_

"The one I know, you mean my…"

Enough of that for now, it's time you answered my question. Your significant other wishes to spend a whole day with you; however you have plans with another woman that your significant other doesn't know of, do you permit her to join you two?

The Doctor heard the question and actually was baffled for the first time in two nights. "How can I possibly answer that question? I don't have a significant other to possibly compare the situation with." He said, trying to get a response from the voice. However the voice remained silent, awaiting his answer to the question as before.

_-Okay think Doctor, you don't have a significant other that you can compare the question to. However you do have your assistant so that is the next best thing. If Derpy wanted to spend time with you and you had made plans with, say Princess Celestia, if by some wild improbable outcome that allowed her to have no foreknowledge of, what would you do?-_

The Doctor thought and he thought, until finally he got his answer. "I would let her join us, I have nothing to hide and I'm not cheating on her, so I see no reason why she shouldn't come along?"

_Interesting… I wonder how your judge will view that answer though…_

"Who is this judge you keep speaking of?" The Doctor asked.

_You'll find out eventually, little lamb, until then I'll wait for you at the next landing_

The booth started shaking and seconds later he felt himself thrown from the booth just like all the other times onto yet another tower of blocks.

**/watch?v=x0wRnqIxDiE**

The Doctor look up and saw that this tower was slightly different then the last one, it was much thinner than the last one, and it was much more broken up then the previous one. He noticed there were a few more of the spring blocks this time around, and he figured that to get past this puzzle he would have to make good use of them.

"Well I always wanted to fly, guess this will be my closest chance to flying." The Doctor said as he started climbing the tower. "I only hope that, whoever my judge is will be a little more merciful then whatever that voice is."

He climbed the tower, using the spring blocks to propel him in his climb at every opportunity. However some of the blocks were useless to him until he moved other blocks around so he could put the spring blocks into positions he could use. This took up precious time, and though he made quick progress upwards, for some reason he seemed to barely stay ahead of the falling blocks.

"Something is wrong with this tower." The Doctor whispered as he looked down when the tower shook and noticed only three layers of blocks below him, just as he climbed onto another spring block and was propelled four layers up. "I'm making enormous progress upwards, yet I'm still barely ahead of the falling layers. What is going on here?"

It was just as the tower shook again, and then moments later that he realized what was wrong. The amount of time between each shake had significantly decreased this time around. A layer of blocks was breaking away every three seconds, and that was why it seemed like he was always barely ahead even though he was speeding through the tower.

"Okay, so basically it's a race this time around!" The Doctor said as he moved another spring block into position and jumped on top of it. "Good thing I excel at running!"

However the Doctor's luck seemed to run out at that moment, because he miscalculated the number of blocks between him and his intended target. He couldn't reach it because he was just one block layer short of being within hoof range of grabbing onto. "No, not now!" He shouted as he landed with a thump on the block again.

The tower shook and he noticed only two layers between him and the blocks breaking away. He looked and saw a spot he could spring to, but he had only a few seconds to push that block into position. "Not enough time!" He told himself as he pushed that block with all his might, just as another layer broke away, leaving only one layer between him and they abyss. He pushed it into position just as the layer he was standing on broke away. Desperately he grabbed ahold of the spring block as it miraculously clung to the tower still, but he couldn't get himself onto the block completely.

Then the tower shook again, and the layer he was on broke away, dragging the Doctor with it.

"NOOOOOOOOOOO." He screamed waving his hooves in desperation as the blocks fell past him. "DERPY." He cried, begging to wake up from this nightmare as he looked down and saw the darkness growing larger.

"DOCTOOOOOR!" He heard from above, and he saw that a glimmering light had jumped from one of the alcoves on the female side of the room and flew toward him at godlike speed. In an instant his descent was slowed and stopped as he felt something grab him with two hooves. He heard the sound of wings flapping and as his eyes adjusted to the light coming off his rescuer to make out who it was.

"Derpy… is it…" He whispered, not daring to believe that out of all the things that could have happened, it was really that grey Pegasus with her bubble cutie mark that had come in at his darkest moment to save his life.

"Yes Doctor it's me, your assistant Ditzy Doo." Derpy said as she gasped from the effort of carrying him upwards toward the tower. "I'm so glad I recognized your voice out of all the other sheep who screamed and fell."

"Derpy, how are you… why are you…"

"That voice said it was the book, because I read it he could bring me in here." She said, finally looking at him as her wings beat furiously to propel them both upwards. "It said I had a job to do tonight, that I was to be your judge for this Inquisition."

"You're… my judge Derpy?" He asked, so confused now more than ever before.

"The question's that the voice asks you, that is how we judge you. Every question he has asked you up until tonight we will hear and are to judge you all based on your answers. We have no choice but to answer honestly, because it split up both our mind and hearts into two genders. Our mind halves are on the male side, to prevent our hearts from corrupting their honest opinions, and our heart halves are on the female side, to ensure that our emotional answers would not be corrupted by the our honest opinions." Derpy explained as she drew closer to the tower with the Doctor in tow.

"So there are two of you?"

"You could say that, or you could say there is only one of me split into two halves." Derpy said. "In any case Doctor, I can't rescue you a second time, the voice won't let me get away with it again."

"Alright Derpy I understand, so no more second chances I guess." The Doctor said, relieved that his assistant was alright, but now extremely furious at the voice for bringing his innocent assistant into a nightmare like this.

"Also Doctor, don't assume that me saving you indicates what my judgment of you will be, I just simply can't bear the thought of you falling before you can reach the end of this night. "I need to be honest in my emotional judgment of your answers. It won't let my decision be persuaded by actions you may take here or how I feel about you in the real world."

"How you feel about me?" The Doctor asked as the he heard the sound of bells above him, and realized Derpy had brought him to the end of the tower.

"I don't know how I feel about you; all I know is that I have strong feelings for you. What those feelings are, I don't know. My other half has the knowledge of how I feel, and it won't let that knowledge impact its decision of you." Derpy said as she lifted him close to the last block and came in for her landing. "I have to go Doctor, I have to get back to my position and wait for you to finish this night. Good luck, and take heart Doctor that I am watching you, even if I can't help you or encourage you."

Derpy dropped him off on the tower just below the pulley, and she gave him one last look, not wanting to leave him just yet. "Good luck Doctor, I'll be waiting for you when you step through that door after this. I want to say something that feels so important to say, but I just can't remember what it was that I want to say." She said as she glanced down at the alcoves and started making her descent.

The Doctor tried to watch her but the tower shook again and he lost track of her. He looked back but she had already resumed her position among the female alcoves, and all the occupants looked like sheep to him. "I won't give up Derpy, not tonight. Not any night!" He said cheerfully for the first time that night since all of this started three nights ago as he pulled the pulley and the staircase of blocks appeared again. The sound of clapping occurred and he heard the mysterious voice comment on him yet again.

_Another one in the bag, you're getting better and luckier with each night_

**/watch?v=fGdv7Hq1qe4**

The Doctor climbed the landing, and ignoring the stares and cheers of the sheep around him, he stomped boldly toward that confessional and entered it before anyone could talk to him. He closed the curtain and sat down angrily, waiting for the voice to begin the session again.

_Got lucky that time around didn't you, I must admit you have quite a judge who was willing to do that for you_

"You made a mistake bringing in my assistant into this, I don't mind you torturing me night after night, but you keep my assistant out of this!" He yelled at the voice on the other side of the confessional.

_It wasn't me who brought her here; it was the one who made her open the gateway into this dream, just some food for thought before you go blaming me_

"That book is your tool isn't it?" The Doctor said quickly, remembering what Derpy said about her reading a book that allowed her to be brought here. "That book is the key to you bringing us here isn't it? We read it and you can bring us here?"

_From one perspective you are quite correct, so you figured it out that fast; you are quite unique for a sheep, with two hearts I mean_

"Alright I can see where this is going, so Derpy is my judge in this farce of an inquisition is she?" The Doctor asked. "Why Derpy, of all the ponies who could judge me, why one you know would vote in my favor?"

_That is an answer for another time little lamb, and one you will have to answer on your own. For now though on to the next question, don't you think? Tell me little lamb, which of these do you think befits a bride's dress more, a sky blue dress with white cloud patters, or a green dress with flower patterns?_

The Doctor had no idea how to answer this question. What does it matter what kind of dress a bride wore? As long as she was happy with it, it shouldn't matter about what kind of dress his bride; if indeed the question was geared at him asking about what kind of dress he' want his bride to wear. Still he had to think about this from all angles, because he felt this question had a deeper meaning. After thinking about it for a good three minutes, he came up with his answer.

"I think a dress of sky blue with white clouds befits a bride more in my opinion." The Doctor said confidently.

_I see, if that's your answer then I'm beginning to understand you now_

"Understand me now, your trying to understand me through these questions?"

_In one way, that is true, but in another way that isn't true, still you have other things to worry about tonight, listen carefully. I can hear the sound of your fears catching up to you, hehehehehe_

The Doctor did not like that laugh one little bit, but he had no chance to interpret it because a moment later the booth shook and the curtain opened up seconds later to let him out. As he stepped out he could hear a faint sound in the air.

**/watch?v=1IaITEekWiQ**

_-Doctor… oh Doctor…-_

He heard that voice before, that eerily seductive voice that wanted him to give in, yet he tried to resist with every fiber of his being. "I know that voice; please don't tell me it's her." He whispered to himself as he looked over the edge to see what the monster was this time.

_-Oh Doctor…. It must be destiny-_

It was another mare, just like last night, only this time she was completely clothed in a nurse's outfit. Her clothes were stained with chemicals and pill vials hung from her waste as a belt. Her headpiece was oversized and encased her entire head, leaving only her eyes visually seeable. Her eyes were violet, and there were bloodstains tracing her eyelashes. In one hoof was a huge syringe needle, with what looked like a dagger in place of its usual tip.

"Well this is certainly a change of pace!" The Doctor screamed as the crazy nurse giggled at the sight of him backing away.

-Doctor… it's time for a checkup…-

"No thank you I would like to keep my insides where they are." He screamed, knowing what it was about to do as he rushed to start climbing away from the monster.

It pulled the syringe back and plunged it into the tower to the right of the Doctor, causing that entire section of blocks to break and fall apart. The Doctor screamed as it saw it pulling back its hoof again to plunge its syringe again into the tower where the Doctor was this time. Just as it plunged the syringe into the tower, the Doctor stepped onto a spring block and was flung up onto a safer ledge, leaving the entire lower section where he was to break apart and fall away as the nurse monster let go of its syringe.

-Can we play Doctor and Nurse now?-

The Doctor could not believe what he was hearing, how can this thing pretend to be a normal nurse while trying to kill him, and why was it trying to seduce him with its pathetic attempts. He didn't care though, because he was more focused on climbing the Tower to care what it was really saying to him.

-Doctor, let me sing you a little song-

He heard what it said and had a very bad feeling about what was going to happen. He looked down and saw what it meant when it said, 'sing you a song'.

It was opening its mouth and a single, ear ringing note came from within the folds of its nurse's outfit. The note drove the Doctor to his feet as he desperately tried to ignore it, but could feel his strength fleeing him as he tried desperately to keep climbing. The song ended and he could breathe at last, but could tell that it was taking everything he had just to stand now.

-Doctor, do you need some special medicine-

The tower shook as the nurse monster gripped the tower and shook it steadily, causing layer after layer of blocks to fall away. It kept on giggling in its pathetic imitation of seduction, and still continued to chase him. However the Doctor was refusing to surrender, not when he was so close to his goal of escaping the nightmare tonight. "Keep…climbing…Doctor…" The Doctor whispered to himself, pulling himself up onto the next layer with one hoof. "Derpy… is watching you… don't… let that mare… see you fall again."

He spoke his spell to himself, his special spell that alone gave him strength when nothing else did. He said his assistants name again, and again. Each time he felt himself gasping for breath he spoke his spell and kept right on climbing. "DERPY GIVE ME STRENGTH!" He shouted as his hooves nearly gave way when he climbed onto the next layer.

On both sides of his vision, he saw two small glimmers of light appear in two different alcoves. One glimmer was on the male side and the other one on the female side, and they had both responded to his call at the same time. He knew that they were Derpy, both halves of her that were watching him climb this tower, and both knew he needed one last ray of light to give him the strength to climb. The thought that Derpy was watching him, and had heard his call and was trying to encourage him even though she couldn't reveal herself was all he needed to stand up. It was all the strength he needed to climb up onto the next layer of blocks, and stand tall even though the nurse monster was right below him.

"Thanks Derpy." He whispered in his tired breath. As one, the two lights faded into nothing. With one shake he was brought back to his senses and started climbing once again. Revitalized he made enormous progress through the labyrinth of this tower, using every trick he learned while climbing t keep himself far ahead of the nurse creature.

-Doctor, would you like to explore something with me?-

The Doctor had enough of this monster, he was no longer afraid of it. With Derpy watching and giving him the strength to keep going, he turned to the creature below him and stared at it. "You made one little mistake Miss Nurse thing! You made the mistake of trying to kill me with my assistant watching, as long as she is watching me from anywhere, I will always be strong enough to resist you! You also made the mistake of forgetting who I am!"

The Doctor stepped back and jumped onto a spring block, using it to reach five layers higher. "I am the Doctor and the DOCTOR… IS… IN!" He shouted as the bells of victory sounded above him, and the light of his escape gleamed above him.

It took all of three minutes of climbing to reach the door, when he reached it he jumped with joy. "I did it Derpy, did you see me? I beat this night!" He shouted in triumph.

-Oh Doctor-

"Not this again." He groaned, turning around to see the Nurse monster had caught up with him like the others.

-I think I need a physical… Doctor-

It giggled manically as it shed the nurse's robes it had been wearing to conceal its body, revealing she was nothing like a pony underneath it, but was instead a grotesque and slimy mass of muscle and tissue. Its violet eyes changed from purple to red and yellow as if it were a madman. It reached forward with one of its hooves to try and snare the Doctor as he stood there paralyze.

"GET BACK YOU DEVIL." The Doctor screamed fearfully as a bright beam of light burst from the open as well as two points from the alcoves. The Nurse screamed in pain as it was forced back and fell down into the abyss below.

The Doctor breathed a sigh of relief as he opened the door and walked through. On the other side of the door he noticed he was in a small room, in it was another door just like the one he passed through. There were two Pegasus ponies inside of it, a mare and a stallion, and they both had bubble cutie marks and golden yellow cross eyes.

**/watch?v=bnAFZVIHKbQ**

"Derpy?" The Doctor asked both of the ponies.

They smiled and nodded at him. "You made it Doctor; I knew you would make it!" The female Derpy cried as she ran forward and hugged him tightly.

"I knew you would make it, but still I had to keep my distance, my emotions could not get in my way." The male Derpy said calmly, though he was still smiling nonetheless. "In any case it's time to give you our judgment."

The Doctor nodded, even though he was so happy to see his assistant he knew that they had to go through with their part in this nightmare before it could officially end. As the female Derpy let him go and took her place next to the male Dery, the Doctor asked what was probably the hardest question of his life. "What is your judgment of me then? I will accept it no matter what you have decided."

"Doctor, I know you better than any pony I have ever known my entire life." The Female Derpy whispered silently. "You always do and act upon what your heart feels, and you always sacrifice your own happiness to save the happiness of others."

"You also act in the smartest manner, even if it isn't always the wisest decision." The male Derpy said, nodding in agreement with the female. "We have heard the answers to your question's tonight, as well as other nights. The voice told us to judge you in light of these answers, based upon the crime you have committed that brought you into this nightmare to begin with."

"We want to tell you what that is, but we are forbidden from doing so. Once you leave we won't remember anything that happened tonight." The female Derpy said tearfully. "Our judgment…"

"Our judgment of you is this…" The male continued. "Innocent, we pardon you of all crimes and wish you to continue upwards on the path to the Cathedral."

"Keep going Doctor… get to the Cathedral and get your wish granted." The female Derpy cried happily through her tears. "If you reach the top, your wish will be granted, we want you to keep your memories and get your wish granted."

"Thank you both." The Doctor said, unsure of what they meant when they said he would have a wish granted, but he had a goal now. To reach the top of the Cathedral, and not just to save every pony here, but himself as well, so he could end this nightmare once and for all. "Avante, Derpy!"

"AVANTE!" Both Derpy's said as the Doctor opened the door and walked through.

As it closed the Doctor heard the sound of clapping, as well as the final comment from the mysterious voice.

_You have been cleansed of your sins; I can't wait to see what will happen to you next… little lamb…_


	7. Night Five - The Alicorn Assistant

Night Five – The Quadrangle

=The Doctor, 9:12=

The Doctor woke up in a sweat for the fifth day in a row and gasping for breath as he felt himself waking up from another nightmare. "Why am I having nightmares again and again?" He whispered to himself as he held his head with his hooves. "What is the meaning behind these nightmares, what have I done to possibly deserve this? Why can't I just go to bed normally each night?"

The Doctor got up and felt resistance as he tried to pull the blanket off him. He turned and saw a pony shaped lump on the bed, right next to where he was sleeping. He carefully pulled the blankets off his assistant and noticed she was fast asleep. He smiled and put the covers back on her.

"Poor little Derpy, she must have slept with me just to keep me company." The Doctor whispered as he got off the bed and made his way to the bathroom. He went inside and looked at his reflection, and noticed just how bad the lack of a decent night's sleep has been to him over the past few nights.

His eyes were bloodshot, he had bags under his eyes, his left eyelid was twitching every few seconds as he watched, and his mane was a complete mess. He tried to pick up a brush to try and at least tame his mane, but his hooves shook so much that he ended up dropping it at least three times. Forgetting the brush he tried to take a shower to try and cool off and get rid of the sweat smell; however the lack of sleep affecting him made him mistake the cold water for hot water. Moments later he screamed as searing hot water poured over him, causing him to jump out of the shower and subsequently trip over his hooves to land on the floor hard.

The Doctor climbed back to his hooves and looked back at his reflection again. He looked at his reflection angrily, a sudden urge and desire to smash the mirror came over him yet he restrained himself. "Let me guess, can't sleep because of nightmare's right?" He asked his reflection angrily. "All it would take is figuring out what is behind this and fixing the issue to end this suffering. Oh but you can't can you, because your little head is unable to remember any of your dreams, and that's where the answer to this mystery is. Clever way to beat the infamous Doctor, using nightmares to keep him from getting the sleep he needs. What a way to go down, he who has defeated the Dalek Empire time and time again, rescued entire nations and planets, oh and don't forget the part about traveling through space and time. Can't even leave Manehattan and let this issue resolve itself like the Nightmare Moon incident because the Tardis won't let you leave?" The Doctor continued to argue with his reflection for several more minutes, completely forgetting that he wasn't the only one in the Tardis.

**/watch?v=Rr7i2gQVO3s**

=Ditzy Doo (Derpy), 9:17 Am=

Ditzy woke up, feeling very tired as though she had spent the entire night awake. However she was sure that she had fallen asleep last night, after all she just woke up in the Doctor's bed, exactly where she had fallen asleep the night before. The Doctor however wasn't sleeping next to her as he was before she fell asleep. She guessed that he had gotten up before her and was most likely preparing to investigate the problem in Manehatten.

"He always does have to stick his nose into every little thing." Ditzy said to herself. She got up and shook her mane out of her eyes. She wished the Doctor had woken her up before he left. While there isn't anything wrong with him waking up before her and leaving her in his bed, it felt like he was trying to avoid her on purpose. That thought however was wiped from her mind as she heard the sound of the Doctor in the bathroom, and by the tone of his voice he wasn't exactly cheerful like he used to be. His voice grew steadily more hysterical the longer she listened.

After a few minutes of hearing the Doctor berating and arguing with himself she felt the need to intervene. She knocked hard on the bathroom door and that seemed to bring him back to his surroundings as he saw Ditzy slowly open the door and peek her head inside.

"I'm guessing you didn't sleep well again?" She asked timidly. She looked around and saw that the shower was steaming hot, the brush was on the floor, and his eyes were bloodshot and had bags under them. His eye was twitching ever so much as he looked at her, and his hooves were shaking like the Tardis does every time it took them somewhere.

"What was your first clue?" The Doctor asked shakily as he reached down to pick up the brush again, but his hoof shook so much that all he ended up doing was dropping it in front of her. "Look at me; I can't even pick up a brush now without dropping it. Pathetic isn't it Derpy?"

Ditzy picked up the brush and walked up to the Doctor and stroked his back with her free hoof. "How about you let me take care of you this time Doctor?"

Ditzy brushed the Doctor's mane so it was decent, and afterwards helped him shower, much to both of their embarrassment; though Ditzy did her best to avert her eyes and look at anything but the Doctor. Once he looked and smelled better she made breakfast, telling him to relax and let her handle it. Though she figured the reason why he wanted to help became obvious as she ended up wasting half of the ingredients while trying to make breakfast.

They finished breakfast and Derpy felt the urge to ask the Doctor what happened to him last night, but felt she already knew the answer. The Doctor however was looking down at the table, seemingly lost in his own little world. "I had another nightmare again last night if you're wondering." The Doctor said quietly.

"Another nightmare, that's the fourth time in a row, why is this happening to you Doctor?" Ditzy asked.

"I wish I knew Derpy, I honestly wish I could figure out why I was having this nightmare." He said. "If I could just figure out the cause of these nightmare's I could stop whatever is causing ponies to suffer these dreams. Yet I can't get any clues as to what the problem is, and until I can get those clues I have absolutely no idea what to do."

"So I guess our next step is to find more clues right?" Ditzy asked as she thought of a way to help the situation. "What about that signal you said you're screwdriver detected at the clinic. Is there any way we could trace it from where you first detected it?"

"There might be, I detected it twice at that clinic we visited yesterday. Once the day before yesterday and yesterday after you left me, both instances were at the clinic." The Doctor said thoughtfully, grabbing his sonic screwdriver and taking the lead toward the door. "I think I need another checkup Derpy, and while we're at it we can investigate the clinic again."

"Got it Doctor." Ditzy said.

=Ditzy Doo, 1:35 Pm=

**/watch?v=4i9u_hucAUs**

"Alright Derpy here is the plan, I have a funny feeling that a certain nurse here may be a link to that signal that my sonic screwdriver wasn't able to lock onto yesterday." The Doctor said as they were led to a room to await a nurse to examine him and help his 'sleep deprivation condition'. "While I'm here waiting I want you to ask around about a certain Nurse Lola, something seems very odd about her. Also once the nurse arrives, I'll ask about this Lola from her perspective as well as ask if any other ponies are complaining about nightmares. Same goes for you, if you can find or overhear of any other ponies complaining about these nightmares try and ask them about them. Ask if they have any memory flashes, or feel strange headaches at odd times."

"Alright Doctor, but who is this Nurse Lola." Ditzy asked curiously, wondering why he wanted to investigate that pony in particular.

"A nurse that appeared both times right after my sonic screwdriver failed to lock onto that signal." The Doctor said a little too hastily. "In any case, I have my suspicions about her. Ask about how long she has been working here, if she has any friends or family or a stalfriend."

"Alright but remember, first things first is your health Doctor." Ditzy said sternly. "We can worry about the mystery after you figure out if there's anything you can take to help you get a good night's sleep."

Ditzy left the Doctor in the room and went off to investigate again, thinking that she might look for Doctor Cobbler again. Then she decided to first ask about this Nurse Lola when she saw the nurse from yesterday who was speaking to Cobbler before Ditzy spoke to him. The nurse was heading toward the front desk as Ditzy stopped her.

"Hello miss I'm Nurse Kindle, can I help you?" She asked politely.

"Hello, I'm Ditzy Doo." Ditzy said. "I just wanted to ask you a question or two about a nurse who's working here if you don't mind."

"Alright I suppose I have a few minutes to spare, what is the name of this nurse?"

"Uh, Nurse Lola I think?" Ditzy said.

"Did something bad happen involving this nurse?" Kindle asked cautiously. Ditzy noticed that she raised her eyebrow at the sound of Lola's name.

"No I just want to know how long she has been working at the clinic here." Ditzy said quickly. "You know, how long she's been here, does she have friends or family, and does she have a stalfriend or something like that stuff."

"Well if you need to know I suppose I could tell you what I know about her." Kindle said. "She started working here about five days ago, no idea why she was hired we're not exactly understaffed. As a matter of fact I've wanted to ask her why she's working here but I've never seen her once since she started giving out the duty rosters."

"Wait, you've never seen her since she started working?" Ditzy asked curiously. "If she gives out the duty rosters then how come you never see her?"

"She gives out the duty rosters yes, but she only gives them out to a few of the Doctors here." Kindle replied. "As a matter of fact she only gives them out to I think two or three doctors. One of them is my stalfriend Doctor Cobbler, and he's only started receiving his patient assignments from her about the same time she started working."

"You're stalfriend?" Ditzy asked, but suddenly realized that she was asking a little more then she intended. "Sorry, I'm probably prying into your personal life aren't I?"

"It's alright I don't mind talking about Cobbler." Kindle said politely at Ditzy's curiosity. "Doctor Cobbler is my stalfriend, but we've been friends since we were fillies. He was always with me since our school days, and always tended to follow me wherever I went. That's how we both ended up in the medical clinic here. He's been offered quite a few job opportunities, good ones too, but he keeps turning them down so he could stay close to me and that's when I just asked him out one time. We only started going out as marefriend and stalfriend just a few years ago, and well when my parents passed away a month ago he just tries his best to cheer me up and stay close to me."

"He sounds like a nice stallion to have at your side."

Kindle was about to reply but at that moment a voice said over the intercom.

**=Nurse Kindle Delivery Room T44, Nurse Kindle please report to Delivery Room T44=**

"If you'll excuse me I have to go." She said and quickly dashed down the corridor and out of sight, leaving Ditzy to absorb more information then she knew before.

=The Doctor, 1:37 Pm=

The Doctor pulled out his sonic screwdriver and started scanning for the anomalous reading from yesterday. He had a feeling that it was connected to Nurse Lola, or if possible is Nurse Lola. However he needed to be sure before he could take action or question her.

As he thought of Lola his mind seemed to wander towards Derpy and how she had helped him earlier that day. He wondered where he would be or what would have happened to him if the Tardis had brought him here without his assistant. He smiled as he remembered how she had brushed his mane so carefully and so cheerfully.

"Oh Derpy, where would I be right now without you?" He asked himself as he continued to scan for the anomaly.

The Doctor once again thought about his crush on Derpy, and not for the first time that week he asked himself why he didn't come out into the open and just tell her he had a crush on her. The answer to that was rather easy to answer though, if he openly showed his affection for her then he would have no more reason to leave. The only reason he would want to leave her and Equestria would be that he didn't want to tie Derpy to him when there were other stallions she could be with. He also didn't want to face another problem that he would end up running away from. His last attempt at a real relationship was with a woman named Rose, but that was ruined because it took his regeneration to actually confess his feelings.

"I don't want to hurt her, besides she probably doesn't like me in that way." The Doctor whispered to himself as he thought about his feelings towards his assistant. He couldn't help but question that last statement however as he thought about the way she has been helping him and thinking about him recently. She has really been going further to help him on this adventure then she has previously done. He wondered if this was because she was his assistant or was there something else behind her actions.

Before he could question further however he was interrupted by the sound of the door opening and the voice of Nurse Lola bringing him back to his senses. "Why hello again Doctor, it's so good of you to visit me again." She said, looking at him with her seducing eyes again. "It's a pleasure to see you again, a real pleasure to see you."

The Doctor glanced down at his sonic screwdriver and noticed no anomalies being detected in the vicinity of where Lola was, or anything being detected. "Oh uh hello again, Nurse Lola. What a surprise to see you again."

_-Impossible, I was so sure it was her! All the evidence points to her having some connection to the anomaly I detected!-_

Lola was looking at the sonic screwdriver in his hand and he quickly made up a story about it. "This is how I keep track of time, you know for different time zones and such." He said, quickly pocketing the screwdriver before she could ask any more questions about it.

**/watch?v=Iq2my8zBvAo**

"Oh I see, that's very handy to have around." She said interestedly, although her eyes were focused purely on him. "So back to business, or am I your business tonight? What is it that's ailing you tonight Doctor?"

"Uh… sleep deprivation again; the pills you gave me last night didn't work. I uh… need something a little stronger perhaps."

"Oh I see, you need something a little stronger to help you get to sleep Doctor?" Lola said gently as she went to a cabinet and bent down to rummage around for some medication. "Are you sure your taking the pills properly Doctor, or is there another reason you're having problems getting to sleep at night?"

"No I'm quite sure that I took them properly." The Doctor said as he quickly looked for something to grab his attention away from Lola as she turned her back on him.

"What happened before you took those pills, did you drink anything or argue with anyone?" Lola asked.

"Nothing like that in particular, although my assistant did try to sing me a lullaby." The Doctor said, trying to take his mind off of Lola's very attracting rump. "I figured I'd take any help I could get when going to bed, but it seems it didn't work."

"Perhaps she gave you the wrong… lullaby perhaps." Lola cooed as she finished rummaging around in the cabinet for whatever she was looking for.

The Doctor chanced a glance and once again wished he hadn't. She was just a little too close for his liking and carrying what looked like sleeping pills like yesterday as well. However his eyes were just drawn to hers, something about them was so enticing and so alluring that he could have stared into them for all eternity. He couldn't explain this feeling he was having, and he felt like he didn't have to explain it at the same time.

"Well Doctor is there anything else that is ailing you, something that I can help with… personally?" She said in her usual seductive voice.

"No there isn't anything really that I need help with." The Doctor said as politely as he could manage while backing away from her advances.

"Well if you insist." Lola said, though she still watched him with those eyes of hers. "So Doctor why are you here in Manehattan? Is there any reason that would draw you to this cozy city at this particular time?"

The Doctor tried to come up with an excuse to keep her from finding out the truth, but for some reason he just couldn't lie to her. So he just told the truth, though he made sure to keep certain details from her. "If you have to know I came here to investigate the sudden increase in sleep deprived ponies here in Manehattan." He said. "The reason behind this sudden increase in lack of sleep is a mystery to me, and I just love solving mysteries that no other pony can solve."

"Have you made any breakthroughs in finding the cause?" Lola asked excitedly.

"Well no I haven't exactly made any significant breakthroughs. All I have are suspicions and theories at this point; I just can't seem to find a key piece of information that would help me solve this mystery."

"Is your assistant helping you look for this key piece of information?" Lola asked.

"Well she's trying to help, but for some reason she keeps thinking it has something to do with stallions cheating on their marefriends." The Doctor said, recalling the numerous times she said that the mysterious sleep deprivation was caused by cheating stallions. "However I am also suffering from this condition and, as you can already guess, I don't have a marefriend to cheat on. So it clearly has to be something else causing this sudden increase in sleep deprivation."

"You don't have a marefriend Doctor?" Lola said excitedly, quickly looking at him with eager eyes.

"Well… no I don't, why do you ask?"

"Oh no reason in particular." Lola said as she slowly walked over to the Doctor. "Do you think your assistant is really helping you Doctor? I mean really helping you, if she isn't finding anything useful and she keeps thinking that something is the problem but no evidence points to it?"

"Well I know she's… trying her best… to help me." The Doctor said as he watched Lola get closer and closer to him.

"Are you sure she's doing her best, or maybe she's doing this on purpose so you can never find the truth out for yourself." Lola said as she drew closer to him with a strange look in her eye. "Perhaps I can help you… investigate this mystery from my end Doctor."

"Aaaand how c...c…can you help m...m...me?" The Doctor stuttered. She was much too close for his liking.

"I'm just saying, I'm working here at the clinic where most of the patients in the city who have been suffering from sleep deprivation across the city have been coming to for treatment." Lola cooed with a smile as her face was now just a few feet away from his. "I can… ask around for you… and if I find out anything useful… I can tell you what I find personally."

She was much too close now, much too close in the Doctor's eyes. Her eyes just seemed to draw him into them with absolutely no trouble whatsoever.

**/watch?v=4i9u_hucAUs**

=Ditzy Doo (Derpy), 5:53 Pm=

"Finally got everything I could out of that last one." Ditzy said as she made her way back to the Doctor's room in the clinic. She had just spent the last four hours tracking down the different doctors who received their assignments from this Nurse Lola, as well as masquerading as a nurse to ask different patients who were having nightmares as the Doctor asked her to do. She felt bad pretending to be a nurse when she clearly wasn't, however she had to do something to help the Doctor out, he was counting on her to find some key information that he wasn't getting from his own nightmares.

From what she gathered, this Lola was quite a stunning mare, having gotten such an important job as creating duty rosters when she was first hired. The two doctors she talked about, having already spoken to Doctor Cobbler the day before, told her that she was always assigning them overtime, and has been for the past four or five days. They also told her that she kept on flirting with them in the hallways or when she was handing out the duty roster for the day. When Ditzy asked if they had a marefriend they both said yes, although they had only been marefriend and stalfriend for over two or three years.

The patients said much the same thing when she asked them about being in a relationship. They each had a marefriend that they were seeing and cared about, but for some reason these mares felt their stalfriends were cheating on them. These same stallions were also suffering from nightmares and sleep deprivation as well.

"Okay so there is a definite connection between the supposedly cheating stallions and these nightmares they keep having." Ditzy told herself as she changed out of the nurse's outfit she was using to disguise herself so she could question the patients and doctors without being suspicious. "This nurse Lola however, who is she?"

Whenever she mentioned this Nurse Lola that the Doctor had spoken of earlier, the reaction from whoever she spoke to was easily different. When she spoke the occasional nurse who was passing by, they would talk about her as if she were this conniving snake trying to steal their stalfriend. The stallions and two doctors she spoke to were of a different opinion however. Some of the patients asked who she was, if she had a stalfriend or asked if they could have a different nurse besides Lola. The Doctors who received their patient assignments from here were neutral with her, saying they didn't mind who she was, only that she stop trying to butt into their personal lives, as well as assigning them overtime every day.

"How can one nurse be seeing so many different ponies a day and many of them at the same time?" Dity said as she turned the corner and headed toward the room where she left the Doctor earlier. "Maybe the Doctor will see something I'm not seeing.

Ditzy opened the door and noticed that Nurse Kindle was there, but the Doctor wasn't. "Oh hello again Nurse Kindle, I'm sorry I'm looking for my friend who I left here earlier. Do you know where he went?"

Kindle looked around at her and nodded as she closed the cap of a vial of sleeping pills. "Yes your friend, some stallion who called himself the Doctor?" She asked which Ditzy nodded in response. "He said that he was going to do something involving asking questions around the city and if you came back looking for him that he'd meet you at something called a Tardis or Tardy."

"Oh okay, thank you very much." Ditzy said and closed the door and turned to leave the clinic. "Typical Doctor, he's always trying to find the problem on his own and fix it. He could have at least waited for me to join him so I could help him."

**/watch?v=_UMrvwbZqjM**

=The Doctor, 11:31 Pm=

The Doctor stumbled into the Tardis after finally escaping from Nurse Lola. He had spent so much time in her company that he almost completely forgot how and why he was there in the first place. Lola was indeed a unique pony, of that the Doctor was sure, unique in a way that made him completely clueless as to what he was going to do. Still he managed to keep her hooves off him, which was easier said than done because he was also trying to keep his own hooves off of her.

The last six or seven hours he had spent in her company were a complete blur as they went from one area of the city to the next, touring museums and art galleries. They went to movies, had dinner together, and what would have been considered a night on the town, had it not been for the fact that the Doctor was also investigating all the sleep deprived ponies. Wherever they went, somehow there were ponies talking about that subject, whether it was they themselves suffering from it or they were talking about someone they knew who was suffering it.

Somehow Lola knew exactly where to go so they could eavesdrop or investigate the issue of the nightmares and sleep deprived ponies. She also was able to find him ponies that they could listen in on which had pieces of information that the Doctor desperately needed. She was able to do all of this, in one afternoon.

What he learned from his afternoon with Lola was that the ponies who were suffering this nightmare were unable to sleep properly because they were supposedly cheating on their mares. Some of the ponies were unwilling to commit to their partners, while others were afraid to commit as well. He also learned that every single one of them had been visiting or has visited the clinic where Lola works at one point or another. He learned all of this, in just one day thanks to Lola.

"It was taking me almost a week just to get the information I had before today; she did all that in one afternoon." The Doctor whispered to himself as he slowly made his way past the Tardis control console to his bedroom. "Lola, who and what are you?"

The Doctor walked past Derpy's bedroom went inside his room and fell flat onto his bed. He was so tired that he would have fallen fast asleep right then and there, but he felt a strong urge to continue reading that book again. He picked it up, turned to chapter five and began reading a very short chapter.

This time the shepherd led the herd of sheep across what appeared to be a frozen lake, why they had to cross the frozen lake though was unknown, but for some reason they had to cross it. Once again it was that brave leading sheep that took to the front and called the others to follow him and the shepherd across the icy lake. They followed without hesitation, but some slipped and fell away, unable to keep up with the rest of the herd they were left behind as they made their way across the lake.

"Why… go across the lake to begin with." The Doctor mumbled to himself as his eyelids grew heavy and he put the book on the floor. "What's on the… other… side?"

He closed his eyes, and his last thoughts were if Derpy had found anything new or interesting that day that he didn't already know or knew now. He also wondered if Lola could help him anymore.

_Wakey wakey little sheepy, you should know the routine now_

The Doctor woke up instantly, and saw himself in the same nightmare room as every night before, only this time the light coming from the door was blue, and there was a cold draft coming from beyond the door. "This again, what is the trial this time?" The Doctor asked as he walked toward the door.

_Go through the door and I'll answer you, you know what to do_

The Doctor opened the door slowly and was hit by a huge blast of cold air, as well as blinded temporarily by blue light. He felt himself being pushed through the doorway again by some unknown force.

_Welcome to the Quadrangle, this is where we'll determine which sheep will continue onward, as well as see which of you will freeze to you deaths_

**/watch?v=BDI2zpRBkUw**

The Doctor landed face down on a normal block and opened his eyes to see where he was. "What in the name of…" He whispered as he beheld the clearly impossible yet was undeniably there.

He saw that he had landed on the block tower just like the other nights, just to see what kind of trial he had to pass this time. The tower this time was a frozen, ice cold tower, stacked in such a way that if he were unlucky, he would fall to his death without even blinking.

The scenery surrounding the tower of blocks this time looked like the inside of a church tower. There were ice covered pane glass windows. The stone bricks holding these pane glass windows were all covered in snow and seemed to be held together by snow as well. Giant potted plants hung in large alcoves above and below each of the glass windows.

Towering above him like all the previous nights before was a tower of blocks. Though there was a distinct difference between this tower and the other towers from previous nights. This tower's blocks were mostly made of ice, and the rest were a variety of the other blocks he had dealt with before. The ice blocks were very slippery from what he could see. A light mist was rising off of the blocks of ice, and somehow they seemed to possess a grip strong enough to keep the tower from collapsing.

He however had no time to think about the blocks anymore because it started to shake and the familiar sound of blocks breaking away below him occurred. This was clearly his cue to stop thinking about what was happening and start climbing the tower.

"This… is going to be tricky." He said as he began his climb. "Why does it… haft to be so… cold?"

The cold was one thing, but he could have dealt with the cold easily. It was the ice however that just slowed his progress upwards. He quickly learned just how slippery the ice blocks were as he tried to cross some of them. He slipped on the second block and slid another two blocks before he landed on a normal block at the edge of the tower. He gasped in shock as he realized just how close he had come to falling off the tower for a second time.

"If that had been another ice block… or even the edge of the tower…" He whispered as he used a normal block to climb onto another layer of the tower. "Derpy can't help me tonight, it's just you Doctor. But at least you learned to be careful about those ice blocks now."

He continued to make progress up the tower using every trick and technique he learned to avoid slipping and falling off the ice blocks. However he reached a point where there was no way to his left or right without having to step on the ice blocks, and unlike his last time there weren't any normal blocks he could use to avoid falling off the edge. The layer above him was also made of ice blocks, which made him hesitate trying to climb up it.

"Okay time to experiment, contestant one your on stage." The Doctor said as he reached over and pulled on an ice block. The ice block pulled out neatly and with little effort. Then he climbed on the block and jumped down on another side of it and pushed it. The block slid several blocks across and came to rest two spaces away from where it started, but still nowhere near the edge. "Okay, well now I know what I can do to avoid slipping off the edge like before."

With this knowledge he climbed upwards and made enormous progress. It wasn't long before he eventually heard the bells sounding above him, indicating that victory was in his grasp. He looked up and saw the familiar light of the finish line. This sped up his climb significantly, and soon enough he reached the pulley. He pulled down the switch and summoned the carpet covered blocks, and began to climb them toward the landing.

He heard the sound of chuckling and heard the distinctive sound of that mysterious voice commenting on him once again.

_Not bad little lamb, not the best time but still not bad_

**/watch?v=fGdv7Hq1qe4**

The Doctor climbed onto the landing and noticed that even the small church that he identified the landing as was clearly representative of this new area. The floor was covered in snow, and even the benches were made of ice as well. The confessional booths however were still the same, and the bell was still the same as before. In front of the confessional were several dozen candles to provide some warmth and light to the sheep that were in small groups talking among themselves or resting as they waited to enter the confessional.

He looked around and saw the Fedora wearing sheep was in a group of sheep and discussing something with them. The Doctor smiled and walked over to the group, instantly they welcomed him and he took a spot in their circle.

"Hey nice to see you again mister." The Fedora sheep said. "Glad to see you made it through the tower, though I'm not happy to you again in this nightmare."

"Same here, but still every time I go through this nightmare I learn something new about what and why this is happening." The Doctor said. "I just wish I knew why I was here, you all seem to have a reason for being here from one perspective, but I can't see what I am here for from that same perspective."

"What do you mean by that?" The Fedora sheep asked.

"Well from what I've learned on both sides, this and the real world, it's clear that the reason we are here is connected to cheating on our marefriends." The Doctor said. "There are too many counts of stallions suffering this nightmare and supposedly cheating on their mrefriends for it to just be coincidence. You all have told me over the past few nights that you each have a marefriend that you're romantically involved with, and that she thinks your cheating on her with another mare. That is what I mean, and it's the most likely reason why we are here."

"So what about you?" One sheep said to his left. "You said you shouldn't be here when you look at it like that."

"Yes, you see I don't have a marefriend." He replied. "The only mare who comes close to that is my assistant, and she keeps talking about us as friends, and I don't know any other mare besides her."

They continued to debate and question the reason they were there for a few more minutes, and then the Doctor decided it was time to be questioned by the mysterious voice again. He walked up to the confessional, aware that every sheep was watching him for encouragement. He walked into the booth and closed the curtain behind him so that he could begin the session.

_You kept your cool this time didn't you little lamb; it was admiring watching you survive the perils of the ice_

"Why is it that you keep bringing me here?" The Doctor asked the mysterious voice, he wanted a straight answer this time and he was determined to get it. "What is it that you possibly gain by bringing us all into this dream night after night?"

_I'm not ready to spill that juicy little secret yet little lamb, but since you made it this far I'll spill the beans on part of your question_

"Well what is it then?" He asked, already guessing at the answer.

_Absolutely nothing, I gain not one little thing by bringing you here, it's what you all gain or lose by climbing these towers night after night_

"What do you mean by what we gain or lose?"

_Enough for now, it's time to ask you a question. Do you think someone who gives you everything you want is better than someone who gives you everything you need?_

The Doctor thought about this question and instantly grasped the meaning behind it. There was a vast difference between what one wants and what one needs. Many would prefer whatever they want, however he preferred the other option, which is exactly the answer he gave the mysterious voice. "I think someone who gives me everything I need is better."

_I see, that is very interesting then_

"You seem to find everything I say is interesting." The Doctor commented as he waited for the mysterious voice to take him to the next level.

_That's because what you say and what you're doing is intriguing, you answer me in one way and you see through the hidden messages of the questions, yet you continue to ignore the meaning behind these questions_

"The meaning, there's a meaning behind these questions?" The Doctor asked quickly, feeling as if he'd just stumbled onto another clue to the mystery.

_Uh uh, that's it for now, until next time little lamb…_

**/watch?v=BDI2zpRBkUw**

The booth shook for several moments and he stepped out onto yet another tower of blocks like the last one. He looked up and saw yet more ice blocks then there were the last time. The tower started shaking and the Doctor started climbing again.

His knowledge of how the ice blocks worked and how they affected the blocks around and on them helped the Doctor speed through a large portion of the tower. It took only a few minutes for him to climb up a large portion of the block layers, so fast did he climb that he felt he would be through this night extremely quickly. He stayed ahead of the falling blocks, not so far that he could be confident in his speed, but enough that he was always about six or seven layers ahead of them. However he quickly woke up to the reality of this dream moments later.

Out of the corner of his eye he noticed a second sheep climbing his tower below him. Upon closer inspection he realized it was the Fedora wearing sheep from earlier. He was climbing the blocks as quickly as he could, but apparently he had made a huge mistake with one of the ice block and had completely blocked himself from getting up to the next layer.

"Hey you, up here!" The Doctor yelled to get his attention.

The Fedora sheep looked up and almost smiled as he recognized the Doctor's voice. "It's you again mister sheep leader." He said jokingly as the tower shook and only five layers of blocks remained between him and the abyss.

"Hang in there I'm coming!" The Doctor shouted as he started to climb down, but it was much slower going because he didn't want to slip or slide on the ice blocks below him.

"No keep climbing, don't bother trying to rescue me, I'm finished." He called out as he looked down and watched another block layer fall away. "There's nothing you can do to save me, I'm going to fall from the tower this night."

"No way in this galaxy is that going to happen as long I'm around!" The Doctor called out, taking leave of his senses and just jumping down and sliding across four blocks of ice, nearly hitting the edge in his rush to save this sheep. He had to save him, this was the third time he had a chance to save another pony from such a terrible fate. He had to do something to save this pony!

"There's nothing you can do for me, I doomed myself the moment I pushed that block instead of pulled it." The Fedora sheep called out as another block layer fell away. "Look, just do me one last favor and answer my question before I'm finished."

The Doctor stalled as he tried to find a way down that could reach the fedora sheep, but he knew it was too late. Even if he could get closer down, there was no way he could help him climb three layers of blocks without the help of a spring block or staircase. The ice blocks prevented the fedora sheep from going either way without slipping off the edge, and there was no way he could pull a block out because he had pushed the block he needed to. As another layer of block fell away the Doctor admitted defeat and cried as he answered the one sheep he considered a friend. "Yes, I'll answer your question, anything."

"Tell me the name of your assistant, the one who you keep talking about on the landings. What does she look like?" The fedora sheep asked as only two block layers remained between him and the abyss below.

"Ditzy Doo, her name is Ditzy Doo; she's a grey Pegasus pony with a bubble cutie mark. Her eyes are crossed and keep looking in two different directions." The Doctor said through his tears.

The fedora sheep laughed for a moment before the tower shaking brought him back. "Your assistant, I met her in my clinic. I'm guessing your Dexter, the friend she was asking about." He said quickly, still smiling as he looked at the Doctor. "You've got a nice mare Dexter, a wonderful mare that really cares about you. She was always thinking of how to help you when she questioned me."

"Yes I do, I really do and I never realized it before until recently." The Doctor admitted, trying desperately to prepare himself for the sadness about to occur.

"Keep climbing Dexter, keep climbing and don't lose that mare!" He shouted as the tower started to shake.

"I will, I WONT!" The Doctor shouted as the tower shook and the blocks holding the fedora sheep was on fell away, carrying him with them.

The fedora sheep's eyes went wide with fear as he flailed his arms trying to grab something, but there was nothing he could do as he fell below the blocks and started to vanish into the darkness below. The Doctor watched him fall every second of the way, crying as he listened to the fedora sheep's screams and cries until his voice vanished as well.

"Keep climbing Doctor… don't look back and don't look down." The Doctor whispered to himself as he turned and resumed his climb.

He continued to climb, his spirit shattered but not lost. Only the name of his assistant kept him going when he felt such a strong desire to surrender and join his fedora sheep friend in the abyss below. He remembered and forced himself to remember everything that that sheep told him in his final moments, vowing that he would not forget anything that the fedora sheep said.

"There has to be a way to stop this, there has to be a way to end this!" The Doctor shouted as he climbed up another layer and heard the sound of the bells. He didn't bother looking up to see how far away it was, he only kept climbing. Soon he reached the top and pulled the switch to summon the carpet blocks again. He started climbing the new stairway up to the landing.

_Congratulations little lamb, another passage is behind you, and this is getting exciting_

**/watch?v=fGdv7Hq1qe4**

The Doctor climbed up and walked to the nearest bench, ignoring the sheep that had just watched him arrive, and sat down to rest and recover from what just happened. He sighed and thought about the fedora sheep again, recalling what he told him about his assistant.

"I know I can't lose Derpy, she's all I have in this nightmare now." He told himself as he desperately wished that the fedora sheep were there now. "Wait a moment; he talked to her at the clinic, which means it must have been at the time I was getting checked up the first time. Or literally earlier that day, in that case that means that what Derpy was saying must be true! These nightmares are linked to stallions cheating on their mares! He said his mare thought he was cheating on her at work, and nearly every stallion suffering sleep deprivation went to that clinic at one point or another. Oh what I would GIVE to keep my memories of these nightmares each time I wake up."

His mind started to turn the wheels again, and instantly pieces that once didn't seem to fit together started to form a picture. There was still one or two pieces missing though, what do all of these stallions have in common besides the cheating part, and two what was the reason for the Doctor being in the nightmare as well. He stood up and walked over to the group of sheep from earlier, noticing that there were fewer sheep on the landing this time. He smiled slightly as he took his place in their circle.

"You alright there mister?" One of the sheep asked.

"I've been better I'll tell you, but we need to keep strong and need to keep the hope." He said sternly. "If we lose hope we lose the only thing we have left to keep us going."

"I know, but still it's not easy to keep the hope when you're watching sheep fall off the tower and you still make it when it could have been you."

"I know, I know all too well." The Doctor replied sadly. "Though don't give up, don't give in no matter what happens or what you face, there is always a way through and always a chance to survive."

"We'll remember that, some of us are resting before going up again." Another sheep said from behind him. "How are you doing, still strong and still climbing?"

The Doctor laughed as he stood up and started walking toward the confessional booth. "Always ready to climb, always my friend." He entered the booth and closed the curtain to begin the next session with the mysterious voice.

_Not bad little lamb, even after you watched a friend and fellow climber fall to his demise you still managed to make it to the top, impressive I have to say_

"You think this is amusing, you think watching us die one by one, watching us scream and flail as we try desperately to say alive on these towers is fun?" The Doctor shouted at the mysterious voice, very much aware that if it wanted to, it could kill him as well.

_What makes you think that sheep or any of the other sheep that have failed to pass my challenge are dead little lamb_

"They aren't dead?" The Doctor asked hopefully.

_No I told you that I had to amend my nightmare's rules, thanks to my new partner's desire to spare the lives of everyone who is brought here, therefore instead of losing their little lives to these nightmares I ensure that everyone who fails merely loses their memories of being romantically involved with their significant others, the same goes for those individuals as well_

"They lose their memories of being in love with each other? What right do you have to do such a horrible thing?"

_Now is not the time to be worrying about the other sheep little lamb, not if you want to keep your own memories intact, speaking of which, are you enjoying the little flashes that I'm letting through_

"You're letting through; you mean you've been letting me see those flashes of memory this entire time?"

_Of course, but enough for now, it's time to answer my question. Your best friend has started thinking you're avoiding making eye contact with them; do you tell them everything that's happening or do you tell them only what you need to satisfy their questions?_

"As if I need to have to think about that, I choose to tell them everything that is happening to me!" The Doctor said confidently.

_Quick to answer that one were you, still I find that answer interesting_

"Why do you find that interesting? Of course I would tell my friend everything that is happening!"

_Like I said, what you're saying and what I'm seeing are different things, you say one thing yet do another and I find it fascinating_

"Oh really and what is it that your seeing that makes all this interesting to you?" The Doctor asked politely.

_Not yet little lamb, not just yet, for now it's off to the next level, but before I take you I'll tell you a little something about where you are to get you to climb faster_

"Alright I'm all ears."

_This is the fifth floor; three floors remain between you and the Cathedral, if you somehow manage to get past the Quadrangle, you will have climbed five floors on your way to the Cathedral, but remember that only one of you sheep will walk through the doorway at the top_

"Only one of us?" The Doctor asked.

_I've said enough for now, off you go little lamb…_

**/watch?v=BDI2zpRBkUw**

The Booth shook again and moments later the Doctor walked through the curtain to see yet another tower of blocks made of ice and other blocks waiting for him to climb it. The tower shook and blocks started to fall away below him, which was the call to the Doctor to start climbing yet again.

He climbed and he continued to climb, refusing to give in to the small sense of despair that was starting to take shape in both of his hearts. He was slightly happy that every pony, or sheep, that had fallen and will fall while in this nightmare won't die, he couldn't accept that they would lose their memories of whoever they cared about, but also the mares that they are dating would also lose their memories of these stallions suffering the nightmares.

Somehow the Doctor had to get to the top of this Cathedral, had to get his wish granted and ensure that not only would no more ponies suffer this nightmare, but all the ponies who have fallen would be given their memories back. If this mysterious voice was able to suppress so many memories as well as take them away, then it stands to reason that it could also restore the memories as well.

It wasn't much of a hope, but he heeded his own words that he told the sheep on the landing earlier. He had to keep hope and keep faith in himself. It was the only thing he had left to believe in that he was fighting for and climbing for.

"Of all the challenges this entity could have picked, why not a simple question and answer challenge?" The Doctor asked as he slid to a block he positioned so he could climb higher. "It's certainly more appealing then climbing a tower night after night. I would rather rack my brain for answers to questions then rack my hooves trying to climb this blasted tower!"

He continued to climb the tower, using a new technique he developed which involved him hanging off the side of the blocks and climbing to other sides of the ice blocks, to ensure he wouldn't slip or slide off the edge. This helped make speedy progress, and it wasn't long before he reached a certain layer that he heard the sound of the bells. He reached the top and pulled the switch to summon the carpet blocks again. He heard a laugh this time instead of the clapping, and heard the voice comment on his progress.

_Fascinating, just fascinating progress…_

**/watch?v=fGdv7Hq1qe4**

The Doctor got onto the landing and noticed that there were fewer sheep now then there were at the last landing. In total between ten and twenty sheep were there in total. There was however a group of sheep sitting in a circle talking and talking about something, most likely talking about the tower. Deciding to try and encourage the sheep again after seeing so many sheep falling from the beginning of the night, he walked over to the group and took a spot in the circle.

"Hey there, nice to see you again mister." One of the sheep said.

"Glad to be here, it means I'm another step closer to escaping tonight." The Doctor said cheerfully.

"Yea, but I have a feeling that this is the last landing for the night." The sheep said. The other sheep nodded fearfully in agreement.

"What's wrong?"

"That giant thing that keeps coming each night, the monster we each seem to face that chases us each night. It comes each night after the last landing, and that voice laughs as it hints when it comes." Another sheep whispered. "I don't want it to catch me, and I'm afraid of what will happen if it catches me!"

"You've escaped it each night haven't you, then you can escape it again tonight!" The Doctor said, remembering the monster's that chased him each night and knew that there would be another one tonight. "I escaped each night and here I am, and I will face the monster, whatever form it takes, and I will survive it tonight as well."

"When you say it that way, I feel like I can beat the monster with ease!" A sheep to his right called out, and all around there was a rise in morale as they nodded in agreement.

The Doctor nodded and stood up to leave for the confessional, he looked at each sheep he passed and knew that he had inspired them all to keep climbing despite the overwhelming fear they were feeling. He entered the booth and closed the curtain behind him to begin the session for what he felt was the last time for the night.

_It's becoming inspiring watching you climb these towers faster and faster, your quite unique little lamb_

"There's one thing I want to know before you ask me my question." The Doctor said. "These questions you have been asking me, I want to know what you are hinting at, and no more beating around the bush I want a straight answer this time."

The mysterious voice remained eerily silent for several minutes, and for once the Doctor wondered if he had pushed the voice over the limit. Then a laugh escaped the voice, and the Doctor could tell that he hadn't made it mad, but instead genuinely pleased by what the he had said.

_Hahahahahaha, hahahahaha, You are a remarkable specimen little lamb, so fascinating how you word your questions so intriguing the way you make sure that not even the slightest loophole exists, very well I will answer your question now…_

The Doctor sighed as it continued to laugh.

_These questions are all geared to making you see that there is a special being in your life in a different light, and that this special being sees you in a very different way than what you see them as… do you understand now Doctor_

"A special being what are you ta…" The Doctor started saying, then he instantly knew what the mysterious voice was talking about. "A special being in my life… there's only one being in my life right now that really means anything special. Oh you stupid, stupid Doctor why didn't you see it before… Derpy."

It all made sense now, crystal clear sense now that the mysterious voice had finally divulged that piece of information. The reason he was there, the reason every stallion was there, the only possible reason that linked him to the others who suffered the nightmares. He was in love with his assistant, and she was in love with him, and the reason for his suffering was because he refused to see her as anything else but an assistant.

"That's why I'm here, because I'm holding her back from having a proper relationship. She's crazy about me and can't bring herself to get involved with any other pony. She also doesn't want to give up on me because I'm the only pony outside of her few friends that she knows and has any feelings for. Oh why didn't you see it before you stupid Doctor."

_Now that you know the truth… it's time to answer my question. Tell me little lamb, would you prefer if the one you cherished lived a life of happiness alone and without you, or lived a life of sadness with you?_

The Doctor was still a little shocked as he thought about the question, now fully aware of what it meant. "I'd want Derpy to live a life of happiness without me; I would never ever want her to be sad. No matter how much of it I would share with her." He said.

_I see so that is how you answer, that's not exactly surprising to me at this point though…_

"Yes, I suppose it isn't surprising now is it?"

_No it isn't, but I think you have other things to worry about don't you little lamb, listen carefully, the one who hunts you tonight is drawing ever closer heheheheh…_

The booth shook violently and he was pushed out of it rather quickly. He instantly got up and looked around, looking for the mysterious monster that was clearly hunting him tonight.

**/watch?v=1IaITEekWiQ**

_-Doctor… do you need help?-_

"What in the name of the Centaurus Nebula." He said as he looked down and watched as a strange shape emerged from the darkness.

_-Is there anything we can help you with?-_

The monster emerged from the shadow and screeched at him as he watched it emerge. It looked like the kind of creature that Frankenstein would have thought up if he had to make a monster out of pony body parts. It had the horn of a unicorn, a ginger mane, grey wings, a brown body covered in scars, and its cutie mark was a mix of sickly green bubble surrounding a very poor looking red clock. Its eyes were bloodshot, one eye was violet and the other was yellow. The violet eye focused on him, while the yellow eye looked in a different direction.

"You are definitely not the kind of mare I would want to bring home to mommy!" The Doctor screamed fearfully as its horn glowed for a moment and a stream of ice flew toward him.

He immediately backed away and started to make his climb up the tower, avoiding the ice that the Alicorn monstrosity flung at him from below. It wasn't easy climbing up a tower made mostly of ice, but he managed to keep ahead of the monster.

_-Doctor do you need any help looking for something?-_

"No thank you I can find what I'm looking for just fine thank you." The Doctor shouted down at the monster as he avoided yet another one of its ice attacks.

_-Don't worry Doctor I can show you the way!-_

"I'm sure you know the way down the tower, but I am rather more interested in going up the tower!" He whispered to himself as he dodged another wave of ice down on him.

_-You're not going to make it going that way!-_

It taunted him constantly, telling him that he was going the wrong way and screaming that only it could help him escape. He ignored it and continued to climb the tower, though an instant later he had to slow down.

_-Let me show you where to go.-_

The Doctor just finished climbing another layer when he saw several blocks fly off the tower and circle the tower above him. The Doctor figured what it was going to do and instantly scrambled to get out of the way as the first block was flung toward him. The block he was standing on happened to be an ice block and was shattered instantly. He climbed up onto another block and had to dodge the second block toward him, the normal block he was on met the same fate as the ice block. The third block he was on, one of the heavy immobile met the same fate a second after he jumped off of it.

"You should focus your eyes when aiming!" The Doctor taunted at the monster as he jumped onto a spring block and was flung upwards five levels. Above him the bells of victory sounded, and he started scrambling to get higher.

_-Stop going the wrong way Doctor!-_

The Doctor reached the door above him and shouted in triumph as he prepared to open it. "With this, another night is behind me!" He shouted.

-Wait for us!-

"Can't I get a break?" The Doctor moaned as he turned to see that the Franken-Alicorn had caught up to him.

-You can't escape this way!-

It screeched as its horn glowed and it reached a hoof forward to grab him just like the other nights. "Get back you mismatched pony!" He screamed as another beam of light shot out from the door and pushed back the monster like before. It groaned in agony as it was thrown backwards and fell back into the darkness below.

"Really Doctor… can't you meet any normal girls?" He said as he turned and walked through the door, and just like every night before he heard the laugh and clapping that told him the mysterious voice was watching him always.

_You have passed the Quadrangle and the trial of fear, you are truly an exceptional lamb, this is becoming entertaining_


	8. Night Six - The Scorned Mare

Night Six – The Clock Tower

=The Doctor and Ditzy Doo (Depy)=

=Doctor POV=

The Doctor woke up for the sixth time that week tired and sweating. He felt like he had been awake every single night, running from something. What that something was he couldn't remember, and he was sure that it has been happening every time he went to sleep. "I don't know how much longer I can keep this up." He said to himself as he shakily got up and looked at the time.

=9:45 Am=

"Derpy is probably awake by now, and probably wondering how I slept last night." He whispered as he made his way to his bedroom door. "What would I do without my assistant? Then again that Nurse Lola was extremely helpful last night, I probably couldn't have found out as much as I did if she didn't know where to find all those ponies. Quite a unique mare to be able to find all that information for me"

He made his way out of the bedroom and to the kitchen where he and Derpy usually ate their meals and sure enough, there was Derpy munching on a breakfast muffin. Across from her was another muffin, blueberry for him, with a helping of butter.

"Hi Doctor, how did your investigation go?" Derpy asked him cheerfully.

"I learned a few things I didn't know of beforehand, and a few things I already did but now can piece together with everything else we know." The Doctor said as he tried to enjoy his breakfast, but the fact that he felt like he had forgotten something greatly important kept popping up in his mind. "First of all you were right Derpy, these nightmares have something to do with the supposedly cheating stallions, but that isn't exactly the case. Some of these stallions are indeed honest about their feelings for their mares, but they are almost all unwilling or unable to commit to a relationship for one reason or another."

"Okay so what's the connection between you and these nightmares?" Derpy asked, though her eyes were unusually focused on him.

"I honestly haven't the faintest clue my assistant, judging by what I've learned I shouldn't be having these nightmares." He said, but for some reason he felt like that wasn't the truth. "It's strange Derpy, these nightmares I keep having are extremely strange, I feel like I know everything that is going on with this problem and yet I can't remember anything, and it happens each night."

"Well do you remember what these nightmares are like? Try and remember maybe something will come to you." Derpy suggested to him encouragingly.

"Well, when you mention it that way, I do remember something about my nightmares." The Doctor said, closing his eyes and concentrating as hard as he could about last night. "Whenever I have a nightmare, I feel like I'm running from something… no not running exactly… it's like I'm climbing away…from something. It's something terrible and… familiar… at the same time."

The Doctor closed his eyes and tried to remember more about the nightmares, and it was as he tried to dig deeper into his own memories that he felt himself being stopped by some kind of door. He knew that this door in his mind was what was keeping him from remembering everything from each night that he had suffered these dreams, and he was determined to get through it. "Hang on… I think I'm remembering something Derpy."

What is it Doctor?" Derpy asked excitedly.

"There's a door… it's like a door in my mind… keeping me from remembering anything from the dreams… I think I can get through it if I concentrate hard enough."

"Do you need help?"

"Only if I fall unconscious… cross you're hooves I'm going to try and open it." He said as he prepared himself to mentally break through that door. He braced himself and slammed into the mental door, unsurprisingly it didn't budge, but he could tell that something slipped out when he battered at it. It was a feeling… a feeling of urgency.

He battered at the door again and instantly he felt it crack this time, and from that crack another feeling surfaced. He felt a sense of desperation, of desperately trying to do something. _-What are you hiding behind that door, whoever and whatever you are; you are not keeping me out of my own memories-_

He braced himself for one more push, put everything behind it and threw himself at the mental door and this time he broke through it. Excitedly he looked inside for whatever the door hid, but the moment the door opened a horrible, terrifying image of what looked like an Alicorn made up of different body parts jumped out at him, screeching at him and forcing him out. But it didn't just stop there it tried to jump out of that isolated part of his mind, tried to chase him and tried to devour him. For the first time the Doctor was terrified out of his own mind.

"AAAAAAH!" The Doctor screamed at the sight of the monster, and jumped back so hard that he banged his head into the wall of the Tardis.

"Doctor are you alright?" Derpy cried as she ran over to help him up.

Meanwhile the door that he had been trying to get through closed shut, locking whatever it was that had forced him out inside. "No Derpy… I'm not alright." He whispered as he looked into the eyes of his worried assistant. "Whatever is doing this to me is unlike anything I have ever encountered before, and it knows it. It could keep me from accessing these memories if it wanted to, but it's letting me see these things on purpose, almost like it's enjoying watching me struggle to figure out the answer."

"Why does it want you to figure out what it is doing?" Derpy asked nervously as she looked into the Doctor's terrified eyes.

"It's bored; bored of not having anyone know it exists probably." He said. "When it started messing with me I probably began catching onto its actions, both in the real world and the dream world, and that is why its letting me see these small flashes. It wants to see how far I can get, and it knows I can't get anywhere if it doesn't give me any clues. It wants me to stop it, if I can anyway."

"What do you mean; of course you can stop it!" Derpy said.

"How can I stop it Derpy? How can I stop something that can alter my memories without me realizing?" He asked her desperately. "I just tried to remember more about the nightmares, and I instantly got forced out by my own fear. I don't know what this thing is capable of, and I don't know what it wants, and yet I know it is trying to make me see something. What can I do to stop this thing, tell me Derpy tell me!"

=Ditzy Doo (Derpy) POV=

Ditzy watched the Doctor break down in front of her eyes and for the first time realized just how helpless he felt. She had known the Doctor stare down a group of Daleks as they fired their death beams while shouting Exterminate over and over without so much as blinking. She had seen him laugh in the face of their imminent death time and time again. She had guessed that the Doctor could have jumped off a cliff into a mist filled valley without a second thought.

This was the first time she had ever seen him so utterly helpless before her.

"I am the Doctor Derpy… and I am afraid…" He whispered to her as he looked at his hooves. "I'm afraid of going to sleep at night now… afraid of these dreams and afraid of what I see at night."

"Doctor take a good look at me." She said suddenly, drawing his attention. "I'm just your assistant but I know who you are, you're the Doctor, you're name alone causes fear in the hearts of evil and causes armies to surrender without firing a single shot! You can't let this thing defeat you without so much as trying to fight back, because…"

She sighed and looked down at the floor before continuing. "Because if you give up Doctor… then I'll have to give up. I don't know how to do anything like what you do whenever the Tardis does its thing. I'm just your assistant, and well… I know I can help you solve this problem… just tell me I can do something to help you."

=The Doctor POV=

The Doctor looked at his assistant as she tried to raise his spirits and give him encouragement, and she spoke her heart out to him it felt like something from within that mental door slipped through the crack he had made earlier. He remembered a strange feeling within his own hearts, something that gave him courage and strength. It was a word… no it wasn't just a word, it was a name. Whatever that name was it was extremely familiar, and he remembered that it alone had given him the strength to keep going night after night.

"Thanks Derpy I feel a little better now." He said as he stood up and shook the fear from his mind. He looked back at his assistant and realized just how much help she was to him, whether or not she did anything or found out anything useful. The mere fact that she was right there trying to encourage him and asking him if she could help in any way was more helpful than anything else could be. As he thought of how much help his assistant was he realized that both of her eyes were focused on him, while it wasn't unusual for her to focus both her eyes on a single object, it was the fact that they were focused on him that made him feel strange. He never noticed before how beautiful they were before, or how much he had come to depend on the owner of those two golden crossed eyes for support.

"Why didn't I ever notice it before now?" The Doctor said.

"What didn't you notice before?" Derpy asked.

"Nothing important, I'm just talking to myself Derpy." He chuckled. "Thanks a lot Derpy; you know I never really noticed how much I've come to depend on you for help over the past years. To think the same assistant who once shied at the mere sight of danger while hiding behind me, is the same assistant who is helping me keep my spirits up when I've lost all hope of overcoming this problem."

Derpy blushed furiously and it looked like her wings were trying to flare up for some reason, still she smiled politely and ignored her wings. "Oh it's nothing Doctor, you know… just doing what an assistant should do… helping out however I can."

"Well yes I suppo…" He stopped at what she said, and then he remembered everything that happened last night and the wheels in his head started turning again. He remembered how Lola had helped him and it was like something just clicked. Why didn't he see it before, how could he have been so preoccupied by what had happened last night. How could she have possibly known where ALL those ponies were going to be, exactly when they were going to be there?

It doesn't matter if the screwdriver didn't pick anything up when he visited the clinic, there is no possible way that any nurse, no matter how skilled or knowledgeable, could know exactly where each of her clinics patients were going to be. Also how could she have figured out which one's would be talking about their dreams at exactly the right times? Not to mention the sheer coincidence that whenever they went wherever those ponies went, they didn't notice the Doctor or Lola eavesdropping.

"Derpy, when you went asking around at the clinic yesterday, did you learn anything about that nurse I told you about?"

"Well I learned that she sure likes to play the dating game." Derpy said. "Some of the patients I spoke to said she likes to ask them about their marefriends. She also visits a lot of patients and at least three different doctors at the clinic, gives them their duty rosters, she's a very busy mare, I wonder how she can keep track of so many things."

"Wait she was there yesterday?" He asked.

"Yea one of the doctors I spoke to got his duty roster just a few minutes before I spoke to him. The other doctor had to step out of his office for a few minutes to get his duty roster from her."

"Just curious but what time was that?"

"Uhm around… 3:30 Pm."

_-That is definitely not right… I was with her all day yesterday, she couldn't have slipped away when I wasn't watching, and she didn't even bother trying to get away. She was way more interested in trying to get her hooves around me then trying to get back to the clinic faster.-_

It was clear that the Doctor had to investigate the clinic and its Nurse Lola further. The only problem was keeping her and his investigations last night a secret from Derpy. He felt guilty by keeping it all a secret from Derpy, but he didn't think she should have to know that he had spent all yesterday with another mare doing what he should have been with Derpy his assistant. "Yes it is strange that she can be in so many places at once." He said. "I think we may be on to something Derpy, we need to investigate this further, and I'm starting to see a possible connection between this Lola and the nightmares."

"You do?"

"Yes, you see I spoke to her at around the same time you said she was handing out duty rosters and checking up on patients." The Doctor said as he started pacing. "She knows and tends to every single patient that has been suffering this sleep deprivation. Now I know the chance of this being coincidence is very slim, but the mere fact that a single mare knows so much, and sees so many in a single day raises a red light for me. She also assigns the duties to doctors who also suffer from nightmares, too many coincidences for my taste if you ask me."

"So what should I ask about this time?" Derpy asked curiously.

He laughed a little as he made his way to the Tardis door while grabbing his sonic screwdriver. "Find out where she came from; ask what they know of her personally and anything else you can think of."

=Doctor 4:35 Pm=

"Okay Doctor you can do this, you can most definitely do this." The Doctor told himself for what felt like the fifth time as the nurse who guided him to the room he was supposed to wait in left him. "You have survived and endured worse things in the universe; you've survived apocalyptic events and entire alien armies with nothing but your own wit and ingenuity. You can certainly find a way to make a certain Doctor obsessed mare spill the beans on who she really is, and in the process keep her from doing anything too adventurous with you. The real question is can you keep yourself from doing the same with said Doctor obsessed mare?"

The Doctor had helped Derpy sneak into the clinic so she could find a disguise with which to infiltrate as a nurse working there. The Doctor had told her to look for any more information about Lola and try to eavesdrop on any conversations that a doctor or patient might have about her. She wished him good luck with his task, which he refrained from divulging in its entirety, but involved him becoming another of Lola's patients and attempt to question her further. They agreed to meet back at the Tardis around 8 pm so they could put their heads together and figure out what to do next.

The first part had been fairly simple; the Doctor used his sonic screwdriver to unlock the backdoor to the nurse's changing room, and from there Derpy went in with his psychic paper and masqueraded as a nurse. This left the Doctor to begin the next phase of his plan, which was probably the most difficult part because it pained him to be lying to his assistant.

He didn't want to let his assistant know that his little crush on her had grown so much over the past few days. If he let her know now it might be very painful for her, not to mention next to impossible for them both to overcome the barriers that were between them. If he expressed his true feelings Derpy would have to come to term with the implications of what that meant, and have to decide to commit to a possible relationship with the Doctor.

He was not a native of this universe, and he was not a native member of Derpy's species, despite the way he looked to her and everyone around them. He was also over nine hundred years old, compared to him Derpy was no more than a little filly age wise. Also there was no guarantee that they could have children, due to possible genetic differences, him being from Gallifrey as well as another dimension, not to mention after ten different regenerations of his biology changing drastically each and every time. Put together all that and if he reminded himself that there is a chance that no matter what planet he was on or what year it was, danger was always going to follow him. All of those reasons pointed to only one logical outcome to his feelings for Derpy.

There was no way in this universe that they could ever be more than the Doctor and Assistant.

This thought made him sad on the inside, because he really did like his assistant and felt that there was a way for them to be together. However his happiness had to come second, Derpy's safety and the safety and well-being of every pony on the planet came first.

"I suppose that's a bridge I'll have to decide to cross when this is over with." He whispered to himself as he took out his sonic screwdriver and started scanning for anomalies.

Immediately it beeped and he detected a strange signal in the vicinity of the clinic. Quickly the Doctor tried to lock onto it, but as before it vanished too fast for him to get a lock. Thinking quickly he tuned the scanner to locate Derpy's position and he saw that she was really close to where the strange signal was last detected before it vanished.

"Derpy… I hope she's alright." The Doctor whispered as he thought about whatever this thing could be capable of. "Well the only thing I have going for me is that it's not interested in Derpy or any mares in particular. So far only stallions have been affected, if what I learned thanks to Lola last night is anything to go by."

At that moment the door opened and, both to the Doctors excitement and despair, Nurse Lola stepped in and closed it. _–Alright Doctor, show time… you can do this… just stay calm and stay focused on the task at hand… and for goodness sake keep your hooves to yourself!-_

"Oh hello Doctor, nice to make your acquaintance again today." Lola cooed as she put down her notepad and turned to him. "Well let's get the business part of your visit out of the way… or is there something else you're here for?"

"No Nurse Lola, I'm just here for some more sleeping pills thank you." The Doctor said calmly, trying to ignore those alluring eyes of Lola's. He had to keep his wits about him, for as much and as long as he possibly could.

"Sleeping pills again Mr. Doctor?" Lola joked as she opened a cabinet and bent down to look for the pills he asked for, the Doctor quickly averted his eyes. "Don't you suppose it's time to try something different then whatever it is you're doing Doctor?"

"Like what do you mean?" The Doctor asked, though he guessed what was coming.

"Oh I think you know what I mean by this point." Lola said. "Anyway what was wrong last night, didn't you find what you wanted to yesterday? You were very happy to find out everything you did thanks to me."

"Yes well, I did find out a lot Lola, but it seems there's still just something that does not make sense about this mystery." The Doctor said, thinking quickly about a lie that she would buy.

"Oh what is it you need?" Lola whispered next to his ear, making him jump in surprise.

"W…well you see." He stuttered, trying to come up with something.

"How about we talk about on the way to dinner, that way you can figure out what you need to find out."

"O… okay." The Doctor said as he felt himself being led away by Lola's soft hooves and alluring eyes. As he left the room with Lola he forgot to grab his pills off of the counter.

=Ditzy Doo (Derpy) 4:38 Pm=

"Well this is certainly strange." Ditzy said to herself as she left yet another patient. She was disguised again as a nurse, trying to see as many patients as she could that were being treated for sleep deprivation. There was one problem with her plan however; there were so few patients at the clinic today who were actually suffering sleep deprivation.

"Yesterday I had absolutely no problem finding ponies that were having problems sleeping. What happened to all those ponies?"

Not only were the sleep deprived patients few and far between, the doctors that she had spoken to yesterday seemed to be in better health but had no idea who Lola was. She had just spent the last four hours looking around for anything that could help the Doctor find out who this Lola was. She had just about given up on asking anymore sleep deprived ponies when she passed by a room and heard someone talking inside. She didn't pay much attention to whoever it was inside, but out of curiosity and desperation she put her head to the door to listen in.

"What seems to be the problem today Mr. Texture?" A mare said inside.

"I just can't sleep these days Nurse Lola; I came for some more sleeping pills because those seem to be the only thing that helps me." A stallion complained, he sounded extremely exhausted and slightly hysterical.

"I see, having problems with your marefriend still?"

Ditzy pressed her ear as close to the door as she physically could, this is exactly what she was looking and waiting for. She had never seen this Nurse Lola before, but now she could hear her and listen in on her conversation with a patient.

"No it's nothing to do with my marefriend; I just couldn't get to sleep yesterday or the five days before." The patient Texture said. "In any case that's old news, I have good news at last, and it easily overshoots all those sleepless nights!"

"Oh, what's that?" Lola asked politely.

"I've finally decided to ask my marefriend for her hoof in marriage!" Texture said excitedly. "I've got a beautiful pair of silver earrings to offer her, I hope she says yes. We've known each other for four years; I just really can't believe how long it's taken me to reach this decision."

"I see, well congratulations Mr. Texture, I guess that means you're off the market." Lola joked. "Well in any case here are your pills; they're a little stronger than the ones I usually give you. Still they are worth a try I say, good luck with your marefriend Mr. Texture."

Ditzy quickly stepped away and pretended to be reading a nearby notice as the door opened and Nurse Lola stepped out. She chanced a glance and noticed that Lola was wearing a full nurse's outfit that concealed much of her body. Ditzy couldn't make out what her face or eyes looked like because she had her back to her, however what she could tell was that she looked almost like a female version of the Doctor. Her coat was chestnut colored, her mane was dark brown. Her cutie mark was hard to understand though, it was a male and female symbol interlocked and crossed together.

Lola paid her absolutely no attention as she walked down the hallway. Ditzy followed her, wanting to learn as much about her while she had the chance to tail her. However when Lola turned a corner down another hallway and Ditzy tried to follow she vanished. Ditzy looked back where she had come from, looked both ways and looked back to where Lola simply vanished, but there was no sign of where she went.

"Where did she…" Ditzy whispered to herself.

Ditzy backtracked to the patient's room, hoping to find a clue or something to indicate where Lola went and saw Nurse Kindle turn the corner. Looking around quickly she jumped into the closest empty room, which just happened to be a janitor's closet. She removed her nurse disguise, stored it in a box of cleaning materials and waited for Kindle to walk by. Once she was sure that Kindle had stepped away she walked out and followed Kindle as she seemed to make her way to Dr. Cobbler's office.

Before they went to Cobbler's office Kindle made a stop at another office and went inside. One minute later she came out and continued walking toward her previous destination, only now she was carrying two lunch bags. After a few more minutes of walking Kindle arrived at Cobbler's office and went inside. Ditzy waited a few more seconds and walked to the door and put her ear to the door.

"Finally its lunch time Cobbler." Kindle said inside.

"Yes and I certainly could use the break Kindle, so what is it today?" Cobbler asked cheerfully.

"I made a couple salads for us and our favorites, Apple Seed Topped Muffins." Kindle said.

"Yummy, oh I can't wait to dig into it."

Ditzy's mouth watered at the word muffin and she wondered what Apple Seed Topped Muffins tasted like when she shook her head and tried to focus again.

"You know why do you always make lunch for me again Kindle, it's not like were marefriend and stalfriend you know. We're just old school friends who have been together for… how long has it been, since we were a foal and filly?"

"Yes I know, but there isn't anything wrong with two friends sharing lunch together. By the way you're looking better today, did you finally get a good night's sleep?"

"Why yes I did, don't understand it myself, but I woke up this morning feeling better than ever." Cobbler said, though his voice was muffled slightly because it sounded like he was talking through a mouthful of food. "Though for some reason I can't help but feel as though I'm forgetting something extremely important. Do you have any idea if I'm forgetting anything?"

"There's nothing that I can think of that sounds important, although you didn't receive your duty roster assignments today. So maybe that's what's bothering you." Kindle said, also through a mouthful of food. "I'll go check the front desk later and see if anything comes up."

Ditzy pulled away from the door and walked back toward the Doctor's room.

_-What happened last night? Two days ago that nurse Kindle meant the whole world to Cobbler. Yet their sharing a lunch together and act as if they're nothing more than friends. Where did Nurse Lola go, and why does she look so much like the Doctor?-_

=The Doctor 8:34 Pm=

The Doctor was taking a drink of some kind of ale in the bar The Simple Sheep, that he had first met Lola. The Drink didn't intoxicate him, and it was extremely delicious. Curiously enough it was Lola who had ordered the drink for him. Lola herself was sitting next to him and had already finished her drink; she was staring at him with ogling eyes, not blinking until he finished drinking. She had chosen to sit next to the window and him on her other side. Why she chose to sit next to the window confused him slightly.

Over the past few hours the two of them had gone over everything they learned yesterday while eavesdropping on her previous patients. In that time the Doctor had come up with an excuse as to what the missing key information he needed to discover in order to solve the mystery.

"Well based on what I know now, the sudden increase in sleep deprivation is affecting stallions because they supposedly are cheating on their marefriends." He had said while walking the streets of Manehatten with her. "However that isn't the only symptom, anyone can have sleepless nights and not be cheating on their marefriends. Another symptom is suffering nightmares each night as the sleepless nights continue. The two are interconnected… and that is what I can confirm."

"So what else do you know now?" Lola asked eagerly, she never seemed to tire hearing the Doctor talk and talk.

"Well thanks to information I've gotten from you and my assistant, I know that this all seems to have started roughly at the same time for everyone suffering this affliction." He continued. "Apparently it was a rather awkward timing with Hearts and Hooves Day just over a week away, especially for the stallions being affected by this. This just adds to the fact that the nightmares, the sleep deprived ponies, and the belief of some mares that their stalfriends are cheating on them. The three links are tied together; it's just too much to be a coincidence."

"So what's the big mystery that you need to figure out now?"

"Well when I put all the pieces together there are still two things I don't know and need to know if I'm going to solve this mystery. The first piece is what is the real link that connects the three? I already told you, I don't have a marefriend to cheat on, so how am I suffering these symptoms." The Doctor said. "The next thing I need to figure out is who or what is doing this… because whatever is causing not only me but every other pony to suffer this is also seemingly able to affect our memories of these dreams. I can't remember anything from my dreams, yet I'm still able to get this much information based on what I've been able to hear from ponies being affected by this."

"You learned all that just by listening to ponies and your own intuition?" Lola asked with admiration clearly ringing in her tone. "That's just amazing Doctor… simply amazing."

So for the next few hours after that they continued to talk, discuss what he knew and what he had learned about the mystery of the nightmares and sleep deprivation sickness. Afterwards Lola decided to treat the Doctor to a drink at the little bar where she first met him. There he now spent the time trying to remain calm and focused as he knew that the time he had left to meet Derpy was getting smaller and smaller.

There was one problem however, finding a way to get away from Lola without sounding like a jerk. The mare wasn't exactly taking the hints he was clearly giving, and every excuse he was thinking up just didn't seem to work. He knew he had to get away from her, but how could he get away without drawing attention to the fact that he needed to meet up with Derpy.

"So Doctor about your assistant, between the two of us, which one would you prefer to help you finish solving this mystery?" She asked suddenly.

"Uh… well the thing is…" The Doctor stuttered, he could not believe she was asking him this out of the blue. "Why the sudden interest, I thought you try not to get involved with anyone."

"Well yes, I do try not to get too familiar with anyone in particular Doctor." Lola said as she inched closer to him. "It's just that your too exciting for me to just forget about… you know, being a mystery solver and such a handsome stallion to boot."

"W…why t…thank you, I appreciate the c…c…compliment." The Doctor said as he leaned away from her. He thought he saw something out of the corner of his eye outside the bar but he was just too distracted by Lola leaning closer to him to notice or care.

"I am normally a traveler, you know, I just go from place to place whenever I feel that I'm too familiar with one place. Yet when I look at you, I feel like I could stay here for a thousand years, and still find something interesting about you after that." She said as her eyes narrowed to their all too familiar seductive look and she leaned even closer to his face. "I'm just wondering if I could learn a little more about you Doctor, and if you'd like to learn a little more about… me?"

"That's…alright Lola I think I should be…" He desperately tried to say, but moments later he was silenced as Lola kissed him on his nose.

The Doctor's hearts stopped for a single moment, for one single moment that day, his hearts didn't beat. Yet it wasn't because Lola was kissing him on his nose… it was because his eyes finally recognized what they had only noticed before. There was a pony who was watching them outside the window… an all too familiar golden crisscrossed eyed, grey Pegasus mare.

The usually cheerful and happy eyes that belonged to his assistant were no longer full of their usual smiling cheerfulness… but instead full of tears as they watched Lola kissing him on the nose…

=Ditzy Doo (Derpy) 8:21 Pm=

**/watch?v=Rr7i2gQVO3s**

Ditzy had been waiting at the Tardis for roughly half an hour for the Doctor to show up. She had found out something very interesting and important that the Doctor had to be told. It concerned that Nurse Lola he had asked her to help him investigate. She had tracked down the few ponies who still remembered her, though they were only patients, they still managed to tell her a few things that were very important. This Lola seemed to look very different to each patient from what Ditzy could find out. One patient described her as a purple mare with orange eyes and green mane, while another described her as blue with yellow eyes and grey mane. There was no way she was a normal mare with so many different descriptions from ponies that had been seeing her for so many days. If the Doctor learned about this then he could figure out what species she was, because there was no way she was a normal pony.

However she was getting worried because the Doctor was running late, later then he usually did when meeting up with her. "I hope he's okay, he hasn't been himself this past week." Ditzy said to herself as she thought about how this whole fiasco started just under a week ago. "Did all this happen because I tried to ask him out on Hearts and Hooves Day? I really hope that isn't the case, I didn't mean to make him suffer. Hopefully the Doctor can solve this fast and we can finally go back to Ponyville."

As she thought of Ponyville her mind once again turned to Hearts and Hooves Day, and how she wanted to spend it with the Doctor. "If we get back to Ponyville before Hearts and Hooves Day, I'm going to just come out and ask him to go on a date with me!" She said confidently. "I mean… it's not like it's impossible to ask a stallion out right? Mares do it all the time, I can do it too."

She imagined herself asking the Doctor out and him accepting, and from there her imagination just took flight. She pretended that they went somewhere romantic for their first date on Hearts and Hooves Day, after that they danced the remainder of the day until the moon rose. Then she imagined that they went back to her home for a late night drink and laughed and joked about everything from before. Then she imagined that they spent the night in bed doing…

Her wings flared up at this last thought. She got her wings under control and out of the corner of her left eye she noticed what looked like a chestnut mare through the window of the nearby bar. She guessed that it was Lola and out of curiosity she walked closer to the bar window to spy on her.

As she got closer she noticed that Lola was talking to a pony. The closer she got the better she saw, and she noticed that the pony she was talking to was the Doctor! "What is she doing talking with him?" She asked herself as she stared at them through the window.

Then her eyes focused at what was probably the worst timing for her, because the moment her eyes focused on the Doctor and Lola, Lola kissed the Doctor on the nose as he leaned away from her.

Ditzy was wide eyed as she watched Lola kissing the Doctor; she started crying the longer she watched the two of them. The Doctor noticed her and within a few minutes she just turned and ran. She ran from a lot of things, she had run from ponies making fun of her, ran from the monsters that she and the Doctor had faced over the years. Now she was running from something that had broken her heart, and shattered her feelings and threw them into confusion.

She was running from the Doctor, the stallion she loved so much, and yet didn't seem to love her.

=The Doctor 8:39 Pm=

**/watch?v=vvHaodAoakE**

"Ditzy!" The Doctor shouted as he forced Lola off of him and ran for the door. He didn't even apologize to the chestnut mare he almost knocked over in his rush to catch up to his assistant. "Ditzy wait!"

He ran very fast but he knew that if his assistant took flight there was no way he'd be able to catch up to her. He followed her to a nearby park and lost sight of her temporarily, but he listened to the sound of her sobbing and eventually found her crying next to a tree.

"Ditzy…" He whispered gently, walking very slowly toward his assistant. "Ditzy look at me… please?"

She turned to look at him and her eyes were bloodshot from crying. She was still sobbing as he kneeled down in front of her. "What am I?" She asked him.

"What do you mean?"

"What am I to you Doctor?" She sobbed angrily at him. "Am I just your assistant, is that all you think of me as?"

"No I…" He tried to say but she silenced him with her next words.

"All this time I've been worried about you, trying my best to help you, doing anything I can think of to help you solve this mystery. All this time I thought you really appreciated me, really cared and liked me!" She screamed at him, no longer sobbing in sadness but in rage. "No wonder you're suffering those nightmares, now it all makes perfect sense, you've been cheating on me with that Lola!"

"What, no I haven't, Ditzy please listen to me I can explain!" He tried desperately, but she was clearly not listening to him.

"No, I've had enough of your lying and your explanations… I JUST DON'T KNOW WHAT TO THINK ANYMORE!" She screamed and took off from the ground, leaving the Doctor behind.

"DITZY!" He cried desperately, but he was too late, she had already flown away from him. "What have I done… what have I done…"

=11:35 Pm=

The Doctor stumbled back into the Tardis after hours of searching for his assistant. He had refrained from using the sonic screwdriver to locate her, mostly because he didn't want to find her the quick and easy way. If he was to ever make amends with his assistant he had to do it on his own. He also chose to suffer the agony of spending countless moments looking for her with his own eyes, choosing to suffer the limited searching capabilities of an Earth pony searching for a Pegasus pony.

After three hours he had found no trace of her, if she had left the city there was no way he'd find her without the sonic screwdriver. If she had simply hidden above the city on a cloud then he'd still have no way to reach or find her without the sonic screwdriver.

"How did this happen?" The Doctor whispered as he walked to the living quarters and carefully opened Ditzy's room and saw that it was empty. "Why did I have to do that? Why didn't I just tell that stupid Lola to just leave me alone? I had to be a gentleman didn't I, couldn't have just opened my mouth and take a slap on the face in exchange for making her go away. Now look at what I've done, I've made the one mare I can truly count on cry, and made her angry and… made her run away."

The Doctor walked into his room and, in desperation to take his mind off things opened the book he had been reading for the past week. He read the sixth chapter quickly and closed the book. There wasn't anything new in the book tonight, the next chapter only talked about some strange passage that the sheep and the shepherd were taking to reach their destination faster. The leading sheep kept pressing on, and while the rest of the herd tried to follow, there were so few that made it through the passage.

"How can I possibly make it up to her… if she gives me the chance… that is?" He sighed as the laid down and prepared to go to sleep. "Ditzy… it wasn't what it… looked like. You're the only one… I think of… that way." His eyes closed and he drifted off to sleep, wishing how he could have explained to his assistant of what really happened.

_Oh little lamb it's time to go to sleep_

The Doctor got up, feeling as if he had just gone to bed and knew that the next nightmare had begun. "Can't I just get one good night's sleep, is that too much to ask?" He complained as he looked at the door and noticed the light coming from it was yellow mixed with orange. "Well mysterious voice where am I going tonight?"

_You know the only way to answer that is to go through the door_

The Doctor knew that it was the only way through, so he walked to the door and opened it up. He tried to shield his eyes but he couldn't manage it and ended up being forced to close his eyes. He felt himself being forced through the door, and he fell flat on his face.

_This is the Clock Tower floor, since ancient times this tower has been used to speed the passage of time that sheep take to reach the Cathedral…I wonder how fast you will make it through… IF you make it through that is, hehehehehehe_

**/watch?v=xKoryk_M_4o**

The Doctor stood up and shook his head to clear his vision and looked around where he was. It was as the mysterious voice had told him; it looked like the inside of a clock tower with gears, pendulums and everything else that operated a clock on the inside. The tower that he was forced to climb this time was comprised of nearly every block type that he had encountered thus far. Like the towers before, it towered well above what he could see.

The tower started shaking, and the Doctor started climbing.

"Why can't I have just one night to think about things clearly?" He groaned to nobody in particular as he began his climb up the tower. "Just once I would like a night to myself this week, especially now after what just happened."

He hoped that he could get past this night's challenge quickly; he really didn't fancy having to suffer it for very long. He wanted to get back to the real world so he could think of a way to make up with Derpy. He had to make up with her, if for no other reason than to explain what was really going on with Lola and to tell her that he didn't think of her as just an assistant anymore.

As he thought of Derpy he wondered if she would ever forgive him for what just happened. Sure she didn't know the whole story about what transpired between him and Lola, but she was right about one detail that she had screamed at him for. He had cheated on her, whether directly or indirectly, he had cheated on Derpy with another mare.

"No… I didn't cheat on her… it's not like we're marefriend and stalfriend to begin with anyway… so I didn't technically cheat on her." He told himself as he climbed onto the next layer of blocks after triggering several trap blocks to create a staircase.

_-Now you're just trying to make yourself feel better-_ He thought to himself in response to his little statement about not cheating on Derpy.

He continued to debate the question of how to make amends to Derpy as he continued to climb the tower. However the answer wasn't coming easily to him. He was so distracted by trying to figure out how to handle his assistant's anger at him that he failed to notice the two blocks of ice as he stepped on them. He slipped and slid onto a spring block, instantly bringing his attention back to the task at hand as he was flung upwards and landed face first onto the block.

"Note to self… debate life choices in the safety of solid ground." He grumbled as he climbed back onto the block again and was flung upwards again.

Still he knew that eventually he had to deal with his relationship with Derpy. She must have been heartbroken, especially after what she witnessed. But it really wasn't his fault he kept telling himself. He can't remember anything significant from his nightmares. He can't remember the important details that could help him avoid these things.

"If I could only have remembered what I was told last night, I wouldn't be in the situation I am now with Derpy." He said as he climbed onto another spring block and was flung upwards and grabbed onto a higher layer. "If only my memories weren't hidden and locked away each night, nothing like that would have happened."

_-Ah but not all of it is locked away, only your memories of the events that happen each night are locked away Doctor. You're feelings and emotions are left completely intact, and it's those feelings and emotions you feel in the real world that have given you the insight you have into the mystery of this problem.-_

He would have continued to argue and debate with himself, but above him the sound of the ringing bells and the sudden glare of a white light brought him back to his senses. He looked up and started to climb faster as he realized how close he was to the landing above. When he reached the pulley he grabbed it and summoned the carpet covered blocks, once they were before him he started climbing the staircase of blocks to the landing.

A chuckle told him that the mysterious voice was as present and persistent in its observations of him.

_One step down, a few more to go, I wonder how far you'll go_

**/watch?v=fGdv7Hq1qe4**

The Doctor climbed up onto the landing and noticed that there were so few sheep compared to last night. The confessional booth however, was the same as before. The curtains were opened and waiting for the sheep to enter to begin their sessions with the mysterious voice. The sheep themselves were all grouped together in a circle like before, but there were only around a dozen or so in total on the landing.

The Doctor smiled sadly as he walked over to the circle of sheep and took a spot in it. He had made so many promises to them all, kept on telling them to keep climbing and to keep on believing that they would make it. Yet each night, each landing he stood on, more and more sheep slipped away. He knew that they weren't dying as he once thought, they merely lost their memories. However that didn't make him any happier, or feel any better.

"Hey there Mr. Confident, good to see you again tonight." A sheep said as the Doctor sat down among them.

"Yea, here we all are again tonight." He tried to say jokingly, but unfortunately it didn't come out that way.

"Hey don't feel too bad, we all have to suffer these nightmares, but at least we're suffering them together."

"Yea I suppose so, still I finally figured out why I'm here anyway." He said gloomily.

"What is it?" Another sheep asked to his left.

"I broke the heart of a mare that really cared about me, all because I didn't see what was so plainly evident in front of me." He said as he shook his head. "She loved me and had stayed for as long as she did with me because she loved me, yet I was so blinded by my desire to solve a mystery, that I completely ignored her. Now I don't know how to make it up to her, or even salvage what's left of our relationship."

"Well first step to that, if I know you by now, is to climb this tower and get through this night." A sheep wearing a police hat said. "So why don't you just stroll on down to that confessional and get on with the night, the rest of us will follow you."

The Doctor looked at the sheep and nodded in agreement. The police sheep was right, the only way he could make it up to Derpy was if he beat this night and gained that chance. He stood up and strolled confidently toward the confessional. The other sheep stood with him and followed him, providing a guard of honor until he stepped into the booth and closed the curtains behind him to begin the session with the mysterious voice.

_You are getting through these levels in record times little lamb, I'm having so much fun just watching you breeze through these nights_

"Just ask your question and let's get this over with." The Doctor said impatiently. "I need to get through this nightmare as fast as possible so I can think of a way to make up with my assistant."

_Not very talkative today are you, very well let's get on with the question. You're significant other thinks you are cheating on them, do you attempt to tell them the truth, or do you allow them to think that and break up with them?_

The Doctor knew this was a trick question, simply because of the way it had been phrased. The question didn't say anything about whether or not he was actually cheating on his significant other, so if he told the truth there was a chance he'd be confessing to cheating. On the other hand if he broke up with his significant other he would allow them to think that he was cheating on them. Either way it didn't look good for him.

Still he thought about it as a question on him and Derpy. He wasn't cheating on Derpy, because he didn't see Lola like that, and of course there was so much about her that just screamed something was off about her. Derpy however, she had been there since he first landed in Equestria as a pony. She had followed him across time and space, faced Daleks and cyber ponies side by side with him, helped rescue Princess Celestia's past and future self, and kept him company when she could have easily left him alone. His answer to this question was quite clear after thinking all of this.

"I would tell Derpy the truth, I'm not cheating on her, and I don't feel the same way for any other mare as I do for her." The Doctor said confidently.

_I see that's very interesting little lamb, but I guess we're all entitled to our own opinions…_

"Whatever can we move this along?" The Doctor said.

_As you wish, I'll take you to the next level; I'll be waiting on the next landing_

The booth shook for a few seconds and the curtain was flung open, allowing the Doctor to step out onto the next tower. The tower mimicked the previous one in appearance and block combination. The tower started shaking, cuing the Doctor to start climbing.

**/watch?v=xKoryk_M_4o**

"Alright tower here's how this is going to work." He shouted as he began climbing the blocks. "I'm going to start climbing you, and you're not going to give me any headaches, kapeesh?"

As if in response, the Doctor stepped on a block that he had completely ignored and heard a sizzling sound. He looked down and noticed a fuse burning away around the perimeter of the block's top and instantly jumped away. A second later the block exploded, and the nearby blocks were all damaged and cracked.

"Okay, you want to fight back?" The Doctor said quietly. "Well, fine you can fight back but don't expect me to go easy on you."

With the new block type in mind, he carefully made his climb, all the while keeping track of the number of block layers below him that stood between him and the abyss. The number of bomb blocks, as he dubbed them, increased in number as he climbed higher and higher. This made his climb even tougher because he would have to backtrack several times in order to make a staircase to reach higher layers. An unexpected side effect of the bomb blocks being set off was that the affected blocks became damaged and cracked. He stepped on one block and it almost shattered, the second time he stood on it by accident it fell apart and he had to jump onto a trap block to avoid falling. The trap block also tried to finish him off but he was fast enough to avoid its spikes.

The tower itself seemed to be determined to prevent him from climbing higher, as the interval between bomb blocks and trap blocks decreased. Still the Doctor was persistent, and he kept on climbing the tower despite all the bomb blocks and trap blocks that he encountered. It was harder and harder to find a clear path through all the danger, but by this time he was so used to the threat of danger that he didn't even hesitate for an instant when it came to triggering the trap blocks or forcing the bomb blocks to explode.

Eventually he was rewarded with the sound of the bells ringing above him. He climbed higher and reached his goal, summoning the carpet blocks again and began to climb them up onto the landing. As usual the mysterious voice chuckled and clapped as he climbed, before commenting on his progress.

_You're so exciting to watch with such speed and progress behind you … it's inspiring_

**/watch?v=fGdv7Hq1qe4**

The Doctor climbed up onto the next landing and noticed fewer sheep then there were on the landing before. He knew that they must have fallen to either the trap blocks, or the exploding bomb blocks. He silently mourned their loss, but he had to keep going upwards. He walked to one of the benches and sat down next to a sheep that was sobbing.

"What's wrong?" The Doctor asked.

"So… few of us… there are just so few of us…" He sobbed. "The police pony that was here… he fell… he was my one friend here in this nightmare… I felt like I knew him from somewhere but I just can't remember where. Now he's gone and who knows when I'll fall just like him."

"I'm really sorry for your loss, but you need to have hope, you can't give in now." The Doctor pleaded with the sheep. "He would want you to keep climbing, and he would want you to keep believing in yourself. Remember what you're climbing for, hope still remains."

"Yea… I know… all I've got left is hope…" The sheep sighed. "I swear, if I make it through this night, I'm going to tell my marefriend that I love her and beg her to give me a second chance. I swear I'll ask her to marry me, I've waited long enough to ask her."

"There you go… keep climbing and keep believing in yourself." The Doctor said cheerfully. "And if I make it through, I will tell Derpy I'm sorry, and I swear I will force Lola to leave me alone. She must stop being so obsessed with me, even if I have to show her the fury of a Time lord to make her leave me alone."

The Doctor stood up and walked over to another sheep that was looking at the confessional. "So what have your question's been like?" The sheep asked him. "I think these questions are related to us and our marefriends."

"What was your first clue?" The Doctor chuckled as he sat down next to him.

"I never noticed it before because I was so afraid of climbing, but now I see why this mysterious voice is asking us these questions." He said as he looked at the Doctor. "It wants us to commit to our marefriends, why didn't I see it before. If only I had known before I wouldn't be suffering this nightmare tonight, now I don't know if I'll make it to the end of tonight."

"You will, don't question yourself, or else you will never make it to the top." The Doctor said sternly. "I know I have to make it through, or else I will never be able to make up with my assistant. I also need to make up with her so I can confess to her how I truly feel about her. That's why I MUST get through this night, there's too much at stake for me to simply give up here and now."

"I hear you, well good luck whoever you are." He said.

"The same to you." The Doctor said as he stood up and walked to the confessional. He walked inside and closed the curtain to begin the session.

_You didn't fall to the machine traps and got through that in your fastest time yet, I'm so glad that I get to watch you night after night_

"Alright I know you're a big fan of the block climbing Time lord, can we just get on with the question?" The Doctor said annoyingly. "I'm in a big rush to get to the end of this night in case you didn't notice."

_Very well little lamb, on with my question. You have discovered that you're significant other has been seeing another being besides you, do you ask them about it or do you immediately declare them a cheater and break up with them?_

The Doctor knew that this question was just the previous one in reverse. The Mysterious voice had put him in the exact position that Derpy was in right now. Still if she knew what he knew then she would have at least given him a chance to explain himself.

"I would ask them about it, rather than just declare them a cheater without knowing the truth." The Doctor said.

_Alright then, I've noted your response_

The Doctor waited for the voice to take him to the next level.

_Well little lamb, here you are on the sixth floor known as the Clock Tower, have you got anything to say to me about it_

"Yes, you picked a poor place to bring me tonight." He said defiantly. "Really mysterious voice, bringing a Time Lord to be tested inside of a clock tower, what were you thinking. It was not exactly your brightest idea if you ask me; the Quadrangle was a bigger pain then this stage."

_I suppose you are right in that respect, and look at where we are now… almost at the end of night, you really breezed through this faster than even I expected_

"I can't stay here for long, sorry to disappoint you." He said in a mocking tone of regret. "I need to talk to my assistant and apologize to her. I just can't stay here and talk to you for long."

_I understand entirely… but you might want to pick up your pace now… because I can hear something coming for you tonight… and its getting closer with each passing moment, hehehehehe good luck hahahaha_

The booth shook violently and the Doctor was thrust out of it and landed heavily on the blocks of the next tower. He looked up to see how high the tower was, when it already started shaking violently.

**/watch?v=1IaITEekWiQ**

_-How could you…-_

The Doctor jumped in shock as he recognized the voice of his assistant. He walked to the edge and looked down to see what was chasing him this time. "No way… it can't be…"

_-How could you BETRAY ME…-_

From the darkness below a humungous version of his assistant Derpy arose. Her golden crisscrossed eyes focused angrily on him, her wing feathers were like daggers and her body was covered in bruises and bandages. One of her hooves smashed the tower below and caused an entire five rows of blocks to fall away.

"TIME TO RUN!" The Doctor screamed in terror as he backed away and started to climb the tower as the monster Derpy slammed its other hoof into the tower and caused another group of layers to fall away.

_-Take responsibility for your betrayal!-_

The Doctor climbed the tower as the monster Derpy shook the tower again and he heard the sound of blocks falling away. He knew that the mysterious voice had hinted at him to pick up his pace, and now he knew why. If he slowed down for even a moment, his climb would end with him falling into the abyss below.

_-How could you betray my feelings like that…-_

The crazed assistant below him screamed as it slammed the tower with its hoof again, causing the Doctor to lose his balance and fall down a layer as it shook the tower violently. "Cut me a break please!" He cried as he climbed even faster as he heard the monster Derpy's breathing drawing closer.

_-You broke my heart… so I'll break you as well!-_

He heard the sound of a deep breath being taken and looked down to see her wings point in his direction. Then she gave an almighty scream of rage and all the feathers on one wing flew at him trailing blood as they swarmed in his direction. She screamed in agony as the feathers slammed into the blocks around the Doctor, missing him by a hairs breath, but each block hit was shattered and destroyed upon contact with the feathers.

"Derpy stop what you're doing, you're hurting yourself!" He cried desperately, trying to convince this monster version of Derpy to stop what she was doing.

_-Never… NEVER… You will pay for breaking me… You will PAY!-_

There was no convincing this monster, so he did the only thing that could help him survive. The Doctor started climbing again, ignoring the cries of pain that the creature below him echoed.

_-I'll kill you, I'll kill you I swear I will KILL YOU…-_

He heard her sucking her breath in again and started scrambling to find cover as she bellowed in anger. Moments after she flung her feathers at him the monster Derpy screamed in pain, and just like before every single block that was hit by the feathers shattered.

_-First you break my body, and then you break my heart… now you break my wings… WHAT MORE MUST YOU BREAK BEFORE YOU DIE?-_

As she screeched in anger and shook the tower again, the Doctor looked up and saw the glimmer of light and heard the bells of the finish line. He scrambled to climb higher, used every method in his arsenal to climb faster and finally, after five minutes of rushing to get higher, he reached the door.

"I made it… now to get through… before she catches up with me." The Doctor said as he opened the door and was momentarily blinded by the bright light.

_-No you don't…-_

"Please… not now…" The Doctor groaned as the monster forced itself to catch up with him, its eyes burning red with fury as it looked at him.

_-I won't let you get away with breaking me!-_

"FORGIVE ME DERPY!" The Doctor begged in terror as it threw itself at him. The door blasted it with a beam of light and the monster screamed in agony one final time before I was flung away from the tower, to fall into the abyss below.

"Derpy…" The Doctor said, tears coming to his eyes as he looked down at where the monster fell. "Derpy… please forgive me."

He turned and walked through the door, not caring that the mysterious voice was clapping enthusiastically and commenting on his performance.

_Congratulations little lamb… only two floors to go… you might actually make it_


	9. Night Seven - The Discorded Stallion

Night Seven – The Spiral Corridor

=The Doctor, 10:31 Am=

**/watch?v=3kiM5KDZcVY**

The Doctor stood outside of Derpy's closed room, simply staring at it for the past hour. He had woken up two hours ago in a sweat as usual each morning for the past week. His eyes screamed and itched with tiredness, and his hooves shook terribly when he tried to stand up. He was feeling so terrible that morning that he had to spend half an hour just trying to calm himself down enough to leave his room. When he left the first thing he noticed was that Derpy's room was closed and locked, which meant that she had come back some time last night, and was still clearly angry at the Doctor.

He could have easily unlocked the door and tried to talk to her with the aid of his sonic screwdriver, but he knew that there was no way forcing his way in would help mend the wounds inflicted on her by him. The fact that she had come back to the Tardis, was still willing to stay with him, and still kept her key was proof that something from their relationship had survived last night. He wanted to talk to her, he desperately needed to talk to her, but if she had locked the door then she was still unwilling to speak to him yet.

The only way he could have a chance to talk to her, was if she was willing to listen to him, and he was not going to break the fragile bond they still shared by forcing himself upon her.

So there he stood, staring at her locked door, waiting… hoping for a sign, that she was in there and would talk to him.

Now after an hour of waiting for her to come out or at least acknowledge his presence, he decided to take a risk and knocked softly on the door. He knocked, and waited with baited breath and listened to his hearts beat rapidly as he hoped for her to respond.

"What do you want?" Derpy sobbed through the door in a sore voice.

The Doctor sighed in relief… though by the sound of her voice, she had clearly sobbed a lot during the night and during the morning as well. _–Well Doctor, that's step one, now move onto step two while you're still in the green… and be careful by the stars of Orion's Belt… one wrong word and she's going to run away again.-_

"Derpy… please just listen to me… you don't have to talk or reply… but please at least listen to what I have to say." The Doctor said quietly. "Can you do that… at least?"

There was a moment's pause as he heard her hiccup fiercely, but eventually she spoke up again. "Alright…"

The Doctor smiled slightly as he pictured Derpy on the other side of the door on the verge of tears again. He chose his next words carefully, speaking from his hearts rather than with his mind and logic. "Derpy I know you're in so much pain… so much that I can practically feel it through this door." He said. "I know you probably hate me, and I probably deserve it because of what I did. I lied to you about what I was really doing, but at least understand this… it wasn't what it looked like, I didn't intend to…"

He paused for a breath as he tried to find words to describe what was going through his mind. "What I mean is… what you saw happened was not by my choice… I couldn't control the situation and what was supposed to be just… me asking her questions… turned into that incident. Please believe me that no matter what you saw, no matter what you may think of me… no being; no PONY… can ever replace you."

He heard Derpy sob slightly on the other side of the door.

"I don't exactly know the words to describe it… but at least know this. No matter what you think is happening between me and Lola, she is just another mare that I can't understand. You however… I know you! You were there when I first appeared in Equestria and was completely clueless about everything. You helped me rescue Princess Celestia from the Cyber Ponies in the future. You were there when we prevented your planet from being turned into a giant snowball during Winter Wrap Up. She did none of those things with me… so no matter what you think I may feel for her… it will never ever compare to how I feel for you."

He heard her sob again and knew that she was still listening.

"In any case… that's all I wanted to say." He said, resisting the urge to cry as well. "Please forgive me Derpy, give me another chance to make things right. Have faith in me like you always did before; trust that I will do the right thing for everypony… and not just everypony, you and me as well. I have to go now, I need to investigate something about Lola, I have a feeling she isn't what she appears to be… I can't explain it but I KNOW something is wrong about her. I just need a clue to prove my suspicions…"

Derpy sobbed again, but this time she hiccupped as though she were trying to talk to him.

"What… time did you…see her yesterday?"

"Around 4:40 Pm." He said, glad to no longer be having a one sided conversation.

"She was… talking to a patient yesterday… a Mr. Texture… he was being treated… for Sleep Deprivation at that time…"

"Impossible… there's no way she could be…" The Doctor whispered to himself as he put the pieces together. "Thank you Derpy…"

She sobbed again in response.

"I don't know if you can forgive me… but at least think about talking to me again… I know I betrayed you and I know I don't deserve forgiveness that easily… but at least think about talking to me one more time before you… you know…" He whispered as he turned to the Tardis control room door and walked out, leaving his assistant behind for the first time since he arrived in Equestria.

=Ditzy Doo (Derpy), 10:44

**/watch?v=Rr7i2gQVO3s**

Ditzy heard the Doctor walk out of the Tardis and unlocked her door to peak outside just to confirm. Indeed he had left, she saw the door was closed and locked, as it always did whenever he left. She closed her door and walked back over to her bed and stared down at it. It was wet in patches where she had cried and hugged the blankets for comfort; her pillow was shriveled and wet from her tears as well.

All night yesterday she had spent flying above the Manehattan, trying to fly away from the anger and sorrow she was suffering inside her heart. All she could do was fly in circles, unwilling to leave the Doctor behind and unable to simply fly home back to Ponyville. After several hours, though it felt like forever for her, she finally returned to the Tardis teary eyed and tired at around 1:24 Am. She figured that the Doctor would be awake and waiting for her to try and talk to her, but when she peaked into his room she saw him tossing and turning in his sleep.

That's when she had such a strong urge to wake him up and yell at him. She had even walked over to him as he laid there muttering to himself, planning to shake him furiously to force him awake. Yet she stopped herself when she heard what he was saying in his sleep.

"Please… forgive me… please Derpy… please." He kept repeating over and over as he tossed and turned in his sleep.

That's when she lost the will to be mean to him as she realized he was suffering yet another nightmare. She had wanted to wake him up still, but not to berate or hurt him, but to save him from one night of nightmares. He had been suffering nightmares for a week now, and she had figured that he was suffering because he had been cheating on her, just like all those other stallions who were suffering them as well. She went back to her bedroom and tried to fall asleep, but all she could do was lie awake for hours on end. She would sob into her blankets as she tried to find a comfortable position, but all she could think of was how the Doctor was having a nightmare in the room across from her.

And all she had done was walk away from him, when she could easily have helped him.

Now she looked down at her bed and turned her attention to the one thing in her room on board the Tardis that she always left behind when not going on adventures. It was a picture of her and the Doctor, smiling and laughing as they had a snowball fight during Winter Wrap Up, during one of the following years after he first arrived in Equestria.

Ditzy loved the Doctor, loved him with all her heart. She would gladly follow him to a new universe if he were to go back to his own universe, just so she could be there with him. Every time she looked at him her heart would race. Whenever she felt him stand next to her, she would fight to keep her wings from flaring up. If he complimented her for doing a great job, she would blush furiously.

Right now however, her wings weren't flaring up, she wasn't blushing, and her heart wasn't racing. Right now she was unsure of what to think of the Doctor. She wondered if she could trust him. How could she when he had been lying all this time about not knowing who Lola was when she clearly had known him all week. How could she hate him when she still loved him?

Then she remembered the Doctor's words just now. _-No matter what you may think about how I feel for her it will never compare to how I feel for you!-_

"Doctor… I just... I just don't know what to think right now." She whispered as she lay down on her bed and finally began to fall asleep after almost ten hours of no sleep.

=The Doctor, 4:55 Pm=

**/watch?v=lOJI6OgO8hY**

_-Almost six bloody hours and not a single sign of Lola… do I have to get myself admitted for sleep deprivation again?"-_

The Doctor had spent nearly six hours disguised as a doctor working at the clinic where Lola worked, not really looking for any pony suffering sleep deprivation, but looking for Nurse Lola. Yet every nurse and doctor he asked seemed to have absolutely no knowledge of a Nurse Lola ever working at the clinic for any period of time. Even the nurse who was managing the duty rosters had no idea who Lola was.

Unwilling to believe that she didn't exist; he continued to masquerade as a doctor. He was called upon to help many patients and did an amazing job playing the role, but still not a single mention of Lola's name seemed to spark a memory in the patients or nurses who assisted him.

Falling back to what Derpy said about the last patient she supposedly talked to, he looked up the name Texture in the clinic's patient database. He discovered that Tile Texture, the pony who had been admitted to the clinic had suffered from Sleep Deprivation for five days straight, but wasn't admitted that day. While the Doctor would normally have laughed at the name, he was simply too tired to pay much attention to silly names.

What was strange about the data file was that there was no record of the nurse or doctor that had treated him each of the five days, only the patient's name and the treatment itself was listed. This confused him greatly because clinics normally keep detailed records of which nurse or doctor treats which patient. Examining other records concerning who else was treated for Sleep Deprivation, he noticed other holes in the database concerning the names of the doctor or nurse who treated the patients were missing. There were some doctors and nurses names in the database concerning patients who were treated for Sleep Deprivation, but almost every one of those names had treated mares with the sickness.

The remaining majority of patients who had been treated were all stallions, and almost every single one of them had no mention of a nurse or doctor treating them.

"What does all this mean?" The Doctor whispered to himself as he finally left the clinic when he checked the clock and saw the time. (6:31 Pm)

"Alright lets go through everything you know Doctor." He said to himself as he pocketed his sonic screwdriver and began walking toward the simple sheep bar. "First this all started roughly a week ago, and you stared suffering nightmares and having terrible nights, those two effects are connected now. Second the condition seems to affect ponies that are cheating on their significant others, the vast majority of them being stallions, and also includes you because you seem to be cheating on your assistant. You know that's not true but it seems so to her, so it clearly is the case… but you haven't been cheating on her because this whole thing started before you even met Lola. Third is this Lola that keeps popping up, you first meet her and she starts to mess around with how you think, she also has too much knowledge of the condition and patients suffering it all to be a coincidence."

He spoke to himself ignoring the majority of the ponies walking down the streets as he made his way through Manehattan. "Fourth thing is that whatever is causing this condition can control how much memory of the night the pony suffering this retains. I don't remember everything but there are some things I am remembering… mostly feelings and images, but I AM remembering things. Whatever is doing this also can control if the afflicted pony will remember anything or CAN remember anything. It's clearly strong enough to prevent hundreds if not more ponies at the same time… so why start letting cracks appear in my memories?"

He answered that question easily however as he turned a corner and saw the bar he was heading for. "It's bored of not being noticed, you were probably the first pony to catch on to it and because of that its letting you see this stuff. It wants you to discover what is going on, and it wants to see you try and stop it." He said as he opened the door to the bar and walked in. "The real question is why though, and what do all of these things have in common that links them together? What is the big picture when you put all these pieces together?"

He sat down at a table and waited for a waitress to arrive to take his order. As he looked around he had a sudden sense of nostalgia as he noticed that this was exactly where he had sat the last time he was here with his assistant Derpy. As he thought of Derpy his mind went from sleuth mode, to distressed ex mode. He should be sitting there with Derpy, talking about the problem he was trying to solve with her and discussing any clues they may have overlooked or some key fact that Derpy might have noticed without realizing it.

Instead he was sitting there alone, staring at the seat next to him, imagining Derpy's crossed eyes looking at him and a muffin that would most likely be in front of her. He sighed as he imagined everyone around him thinking that he looked really pathetic siting there alone when Hearts and Hooves Day was a few days away. He looked around and partially confirmed what he thought about everyone around him, nearly every other table that was occupied had at last two ponies, usually a mare and stallion couple. The few tables that weren't occupied by only two ponies had at least three or four, all joking laughing, and some gift comparison among the stallions who were away from their mares for the evening.

Only one table had only one occupant in the entire establishment, and that table was his.

He looked down at the table in sadness and loneliness as a ginger unicorn mare walked up to him, holding a glowing tray of empty glasses. "Can I get you somethin sugar?" She asked in a professional manner.

"A drink please. Just give me something to drink ma'am." He said carelessly, still wishing that his assistant Derpy were there with him.

**/watch?v=4kpncke4YFE**

"Oh I see. I'll be right back with your drink sir." The mare said as she walked away toward the bar.

A few minutes later the mare returned with a tray carrying two small glasses and a large bottle of something called AppleJack Daniels, which slightly amused him as he remembered the similarities it had to a dink he had on earth. He also laughed that it also had the name of one of the element bearer's names on it.

"One of AppleJack Daniel's best, been sittin on my shelves for a good forty years now and not opened once, I have two bottles and I think you need the stuff." The mare said as she put the tray down and opened the bottle and poured the liquid into both glasses. "You seem to need it tonight, and you seem to have something you want to get off your chest. So I shall be your hostess for tonight, lucky dog you are sugar. This bottle's on the house so drink up cause I aint letting this go to waste in my liver alone."

The Doctor laughed a little as she handed him one glass using her magic and sat down in front of the other glass. "Thank you Ms?"

"Ananzi, I am Ananzi the proprietor of this establishment, The Simple Sheep. I am your hostess for tonight and you have just entered my web peace and serenity and you won't be leaving until you feel those two words with sincerity in your heart." She said in a joking manner as she proceeded to take a drink. "So tell me what is your name you fine looking stallion?"

"I'm Dexter, just Dexter." The Doctor said automatically, he wasn't sure why but for some reason the name sounded familiar to him.

"Well Dexter what seems to be on your little mind tonight?" She whispered as he picked up his glass and started to drink.

"To be honest a lot of things, a lot of things are on my mind." He said, feeling the effects of the drink loosening his tongue. "I'm just trying to figure out what to do about my… my marefriend is all."

"Your marefriend?" She asked cheerfully. "Is she a pretty little thing, as pretty as me?"

"She's gorgeous, the most beautiful mare in the history of anywhere in my opinion… no offense." He said as he emptied his glass.

"None taken Dexter, if you had said anything different I'd feel slightly sad for you." She said as she used her magic to refill the glass. "So what seems to be the problem, your marefriend get mad at you for something you didn't remember?"

"You could say that, I completely ignored her as a marefriend for such a long time." He said as he took another drink and emptied half of it in one go. "She wanted to spend Hearts and Hooves Day with me, and all I said was yes, but I was stupid and said as Doctor and Assistant. I didn't even see her as a marefriend until just recently… I'm a terrible stallion."

Ananzi poured herself another glass after she finished her first. "So why does she hang around with you if you're so terrible?" She asked gently. "I'm sure no mare in her right mind would ever spend time with someone they didn't like. So why is it she keeps staying near you?"

"Well, we've been through a lot together I suppose." The Doctor said, though he could tell that Ananzi knew that it was a drastic understatement. "She was the first mare I met when I showed up in a place called Ponyville. I was rather pathetic back then now that I think about it. Couldn't walk two steps without tripping over myself back then, yet she helped me along when she could have easily just let me be. After that we just went on a few adventure together, explored areas of Equestria that she and I had never seen before, places she knew of but didn't ever see in person, and all sorts of adventures."

He looked down at his glass as he took another long drink and noticed it was empty again. He lamented how much time had passed since he first met Derpy in those woods near Ponyville all those years ago, and still after all that time he had thought of her as merely an assistant. "How blind I was to the truth, how stupid was I to think that nothing would change between us. Look at me now, sitting here wondering if she'll ever forgive me for what I did to her. I wouldn't be surprised if she just up and went back home, leaving me behind."

"I wouldn't be surprised either Dexter." She said refilling his glass for the third time. "But here's another question to roll round in that little head of yours. If you were this cruel to her, why would she still be here?"

The Doctor looked up hopefully at her as she took another sip of her drink. "Mare's minds don't work that way sugar, we are a strange and difficult breed to understand, and its best that you don't try to understand us. I think she has a very important reason as to why she still hangs around with you when she could easily have left you. When did you have this big fight by the way, if she's that hurt then clearly a fight happened, I doubt you calling her an assistant would be enough to drive her to tears?"

The Doctor took another drink from his glass and hesitated with telling the story, but he could tell that the alcohol was going to get him to spill the beans sooner or later. Ananzi herself seemed more then content to wait for him to talk as she took another sip. After he finished his glass and she refilled it for the fourth time, he finally felt his tongue loosen up enough to begin telling her.

"When we first arrived in Manehattan it was by sheer coincidence. I also happen to have a nack, an annoying nack really, for solving mysteries and problems that no other pony can solve. Naturally she was ready to help me out however she could, and so for the past week we've been gathering information and clues to whatever mysterious problem was happening here. It was slow at first, very slow, almost nothing of real interest we discovered helped us come any closer to solving this mystery. After a few days we learned pieces and bits of information that started to help me piece everything together, and that's when something happened that interrupted us."

The Doctor looked down at the glass again, wondering if this was his fifth or fourth glass that he had finished, and then decided he didn't care and nodded at Ananzi to indicate he wanted it refilled. Once it was full again he took another drink and thought about the next series of events as he retold them to her.

"There was another mare, I met her in this bar actually, and at first I just figured she had a thing for me. But then she started to help me out with my investigations, really helped me out when I asked her for it. She sped my progress when it came to finding key pieces of information that I needed to solve the problem, but at the same time I ignored my real assistant's efforts as she put her heart into helping me from the sidelines. I kept that mare a secret from her, but I didn't hide the fact that I had an assistant from that mare."

Ananzi stayed silent as she continued to listen to him poor his heart out, the liquor as she had told him was definitely what he needed to help him tonight. She kept refilling his glass every time he finished drinking it. By the time he was on his sixth glass her third was only partially full. By this time however the Doctor didn't care, he needed to feel better that day, and if alcohol was the only way to feel that then so be it.

"Then yesterday she decided to accompany me as I tried to piece together everything I had learned from her, my assistant and myself. She kept on complementing me whenever I linked one thing to another or made some connection that had eluded me before. She was amazed by everything I did and said, every single minor detail that would have been overlooked by another I noticed, and she just couldn't stop telling me how impressed she was by my detective skills. After a while we came here to rest and finish piecing the mystery together, and that was when I made the worst mistake of my week."

He finished drinking and felt himself push his glass away. Ananzi took that as the cue to take the glass and put it back on the serving tray, luckily though the bottle was completely empty now. "What was the mistake?" She asked curiously.

"I let her get too close to me, she kissed me on the nose and at that moment, my assistant saw us." He said as he felt tears beginning to break. "One second she was my closest companion in this entire universe, one second we went from being an inseparable pair, and the next she was crying and screaming at me as she ran away. Why did that have to happen, what was I thinking, why didn't I try and stop that mare before things got worse?"

He started crying slightly as he looked down at his hooves as he finished recounting his story. How could he have been so blind to everything so subtle around him? All he had to do was simply open his eyes and he would have seen the truth of what was in front of him, yet all he did was waste the precious gift that he had inside his assistant. Now he at risk of being alone once again, perhaps being forced to leave Gaia, the planet that he felt more at home now then earth had been for the majority, if not all of his regenerations.

Ananzi watched him cry his tears and let him cry his heart out until he was ready to talk again. Then she finished her glass and put it and the empty bottle on the serving tray. "From what I can hear it seems like she still has a thing for you Dexter." She said confidently. "Your assistant doesn't exactly sound like the type of mare to hold a grudge against you for one little slip up, and it sounds like you two have forged quite a bond that is too strong to be damaged by a small thing like that. Why don't you just give her a little time to think things over, and when she comes back to talk to you, I'm sure she'll give you a second chance Dexter. Also while you're at it, go on home and sleep off the drink, I think you had a glass too many in my opinion." She said as she used her magic to pick up the serving tray and walked back to the bar, leaving the Doctor to stumble on his way to the door and back to the Tardis.

=Ditzy Doo (Derpy), 9:59 Pm=

**/watch?v=K1cydaAHv0o**

Ditzy wandered out of the Tardis after her desperately needed sleep. She had checked the Doctor's room and found it was closed, and guessed that he had come back and was fast asleep. It also smelled like he had been heavily drinking apple cider, so she decided to leave him alone for the night. She just didn't know how she really felt about the Doctor at that moment. She was confused about whether or not to hit him or kiss him, both for what he did and what he said.

So she chose to just leave the Tardis and look for something to eat at such a late night, not feeling up to making a meal herself. She found herself being drawn to the same bar that she and the Doctor first agreed to meet the day they showed up in Manehattan. She knew she shouldn't go into a bar at this time of day, but something about the bar called her to it, and her rumbling stomach was not to be denied forever.

There weren't many ponies in there at this time of night, which was good and bad for her. The majority of the costumers inside were mostly stallions who were most likely single and looking to pick up any mares for a friendly night. The other stallion were those who were trying to forget their problems for one night, and some mares looking to waste away their time away from their stalfriends.

Ditzy walked over to the same table where she and the Doctor once sat together discussing the Sleep Deprivation issue. However she also remembered it as the same table where she had seen Lola kissing that same Doctor just yesterday. However she couldn't hate the Doctor, yet at the same time she just couldn't find herself to forgive him for what he did.

"It's not like he tried very hard to prevent that from happening." She said as waited for someone to serve her.

A stallion walked up to her table with a swagger about him, and she instantly knew what his intentions were, but still she pretended to not notice him. "Hey there sweetie, can I interest you in sharing a drink with me?" He said to her in a clearly drunk voice.

"Have you ever fought against a group of Daleks with nothing but a sonic screwdriver?" She asked.

"Uh… no?" He answered very confused by her response.

"Then there's your answer, so get lost." She said impatiently.

She was certainly not interested in sharing a drink with any stallion like these idiots, not after she had seen the Doctor charge headlong into Dalek forces with nothing but that sonic screwdriver, and even sometimes without it. None of these stallions could compare to him, and she wasn't interested in anyone else but him.

After a few more stallions attempted to get her attention everyone got the message to leave her alone and for a good half hour she just sat there waiting for someone to serve her. Finally a silver earth pony walked up to her with purple eyes and a yellow smiley face cutie mark, carrying a tray with a plastic cup and plastic jug of water. She noticed he had similar cross eyes to her own. "Can I get you something?" He asked cheerfully.

"Just a muffin please. And leave the water jug." She said to him.

"Okay ma'am one second, I just need to tell my boss that I'll be getting you some pastries." He said leaving the tray behind and walking back to the bar. The cup on the tray he left behind spilled over and the water inside spilled onto the table.

After about five or six minutes the silver earth pony returned with a tray of muffins, mostly raisins, and in the company of what appeared to be his boss, a ginger unicorn. "Leave the tray okay darling?" She said sweetly, and the silver pony nodded and dropped the tray on the table, spilling a few of the muffins onto the table and walked back to the bar.

She sighed as she picked up the muffins and put them back neatly on the tray and then cleaned up the spilled water with a napkin. "Can't trust him to carry a tray of food or drink without spillin somethin." She said to herself as she sat down shaking her head.

"So honey, what can I do for you tonight?" She said as she watched Ditzy stare hungrily at all the muffins in front of her. "Go ahead and eat the lot, you look like you haven't had anything to eat all day."

"Thank you ma'am." She said as she took a muffin and ate the entire thing in almost one bite.

"So tell me what's botherin you tonight, I can tell you aren't exactly in a happy mood tonight." The mare said. "I could see it because you turned down quite a few good lookin fella's earlier, so what was wrong with em, not your type?"

"No they weren't my type." Ditzy said as she looked around at the stallions who had tried to ask her out. "I don't like any of them, and it's not because they aren't good looking or really nice. They just aren't the stallion I'm really interested in. By the way what is your name if you can tell me?"

"My dear I am Ananzi, the proprietor of this fine establishment, and the mistress of your night tonight." She said cheerfully as she picked up the jug of water and filled up the cup for Ditzy. "Since you have entered my web of peace and serenity, tonight you shall have everything on the house. You won't be leaving until you have talked about your problems so much that you can't think of anything to complain about. Which begs my question, what is it that ails you this fine night little miss Pegasus?"

Ditzy thought she sounded strange the way she addressed her customers, but when she said everything was on the house for her she didn't complain. Guessing it was only fair to talk about her problem to her, she said the first thing that came to mind. "It's just my friend the d… Dexter." She said, and at the name Dexter the mare raised her eyebrows in interest but said nothing else.

"I just don't know what to think of him. He's a great stallion and he really means well but, well recently it seems like he's been lying to me this past week." She said as she began munching on another muffin. "He's the greatest stallion ever, and I'm glad to know him so well, but I just don't know what to think of him now."

Ditzy continued to talk for a long time, talking about her fears about how the Doctor was cheating on her with a mare named Lola. She also told Ananzi what he had tearfully said through her door earlier that morning, and how she was just so confused about what to think of him. All the while she started to cry through each muffin and glass of water she had. Meanwhile Ananzi listened to every word Ditzy tearfully said with great intent, however didn't say anything for a very long while.

When the muffins were all eaten Ananzi picked up the tray and walked back to the bar. A moment later she came back with a fresh batch of muffins and placed it down in front of Ditzy. "You're afraid that this Dexter fellow is going to leave you for another mare?" She asked politely.

Ditzy nodded as she ate into another muffin, feeling slightly better now that she had gotten he worries out into the open.

"I must say, that stallion sounds like my kind of guy, but I don't feel like cheatin on my stalfriend with another stallion." She said as she glanced over at the bar with love struck eyes.

Ditzy looked over at what she was staring at and noticed she was looking at the cross eyed earth pony. The pony in question had called everyone's attention at the bar and had begun juggling small glasses for everyone's entertainment. They all laughed at the silly expression on his face as he juggled four glasses at once.

"Oh dear there he goes again, good thing I buy those in large stock since I hired him." She sighed sadly as she watched him juggle the glasses. As if on cue he missed a glass and all four of the glasses fell to the floor and shattered, leaving his eyes to roam around the room in embarrassment.

"Sorry boss!" He called over the laughter of everyone who had watched him fail.

"It's alright hon, just clean up the mess and stick to the plastic cups." She called out in an exhausted tone, but she was smiling humorously as she watched him nod and grab a broom to clean up the broken glass.

"Why do you trust him with those glasses if you know he's going to break them?" She asked while trying not to laugh at the pony's humiliation. She remembered herself causing similar accidents and of how everyone made fun and didn't trust her for being so clumsy.

"Because I love that stallion, and he makes me and everyone laugh because he keeps humiliating himself in front of everyone." She said as she watched the pony finish sweeping the broken glass and spill one of the bottles behind him on the shelf. "Sure the bills to replace all the glassware he's broken over the past few months have been astounding, but I wouldn't fire him even if Celestia herself ordered me to do it. He just means too much to me to get rid of and forget."

"You really love him?" Ditzy asked, astonished that any mare would willingly put up with such a clearly clumsy pony. Though she reasoned, the Doctor easily put up with her clumsiness and lack of direction on a daily basis.

"Some stallions are worth it, besides he proposed to me last week." She said, indicating the earrings she was wearing. The earrings in question were ruby red, rather plain looking, and one had been damaged and looked like it had been repaired with glue. "Poor dear accidentally smashed it as he dropped a glass on it before I could accept it. He tried to fix the one he broke but… as you can see he's not the most adept at fixing things. Still I accepted his proposal without a second thought. He saved up his entire year's salary from all of his jobs that he was fired from to buy em, didn't even realize I don't like the color red."

"He really went through all that just to propose to you?"

"Stallions and mares think differently, that's what ponies don't seem to get." Ananzi said as she turned to watch her fiancé try to serve drinks in glasses again, and ended up spilling half the drinks onto the bar floor, after he knocked over the glasses and shattered them. "Some ponies I know asked if I'm insane to accept him as my stallion in marriage, said I can do so much better than him. They right though, I can do a heck of a lot better, but none of those other stallions can make me happy like he does."

"What's his name?" Ditzy asked curiously.

"Every pony calls him Loopy, though his real name is Clutter." She said turning back to Ditzy. "So Ditzy let me ask you a question about your Dexter friend, do you think he's worth giving a second chance to?"

"I think so… we've been through so much that I just have to give him a second chance."

"Every stallion, no matter how stupid they are at times, has a reason for what they do. Just take a look at Loopy; he can't keep a single glass from landing on the floor. I keep telling him to just stick to the plastic cups, but he insists that he can handle the glassware, and I'm just a fool in love with him, so I let him keep on trying. Well, you seem to be in better spirits now, so I'll just let you finish off these muffins. If you need anything honey, just let Loop know and he'll come an get me." Ananzi said as she stood up and walked over to the bar, stopping Loopy from dropping a tray full of drinks spilling onto a customer at the bar.

=The Doctor, time unknown=

_Wake up little lamb; you've got work to do…_

The Doctor shook himself up and noticed his surroundings as the nightmare's he had been suffering for the past week. "Here we go again…" The room was as dark as always, and the door to the nightmare stage was closed as always, but there was a light coming through it just like before. The light in question was gold in color and he had a sense that this time the challenge was going to be a very long one.

"Alright mysterious voice, where are you sending me this night?"

_You know by now that the only way to find that answer is to walk through the door_

"Just once I wish you would let me be for a night, or that you would give me a straight answer before I do stupid things like walking through scary doorways." He said as he walked to the door and opened it with his hoof. As before he was blinded by the light and felt himself being forced through the doorway.

_Welcome to the Spiral Corridor, this is the passage to the Cathedral floor, and you are lucky enough to have made it this far… luckier than the other sheep who have been tested and have failed to reach this point anyway… I'll see you at the landing_

**/watch?v=9OqVItx9jFQ**

The Doctor looked up when he landed on the tower of what the mysterious voice had referred to as the Spiral Corridor and understood what it meant. The room he was in looked like the inside of a circular tower with one single unending staircase spiraling upward. The staircase itself had a single red carpet that one could have walked on upward, yet he knew that the mysterious voice had no interest in letting him take the easy route up.

The tower of blocks he was on was comprised of every block he had come across as usual; no new blocks were added to the mix from what he could tell. However he had no time to inspect closer because he started climbing before the tower could start shaking as it usually did. The Doctor had a feeling that this night, wasn't going to be any easier on him.

"I figured all those drinks might actually keep me from this nightmare, should have known it wouldn't be that easy to escape." He said as he triggered a trap block so he could climb onto a spring block. "Well one way or another I am not staying here for long, I plan on getting out of this nightmare and back to my assistant Derpy. I won't let our relationship end because of a single mare!"

The Doctor climbed, and indeed he did make good progress up the tower, he looked down and noticed he was at least sixteen levels above the layers of falling blocks. He marveled at how much faster he had become in one night, and wondered what it was that had increased his speed this night. "Perhaps it's just experience, or maybe having seven or eight glasses of AppleJack Daniel's best. Yea I'm going to go and put my money on experience." He said as he triggered four trap blocks in a row and started to make a staircase to climb onto the next climbable layer of blocks he could reach.

After a few minutes of climbing the block tower the Doctor noticed that he wasn't alone this time. He first noticed the strange creature as he was climbing onto a block of ice. He looked up and noticed that the block he was trying to get on was currently occupied by what appeared to be a giant ant. The ant in question was merely staring at him as he looked at it, neither moving to attack him or moving to climb higher or get out of his way.

"Hello there little fella, excuse me but could you please move I'm trying to get up there." He said.

The ant did not move, but it did twitch it's antennae in response but refused to budge otherwise. The Doctor tried to shoo it away but it merely ignored him and remained where it was. Unwilling to be cruel to it, he just decided to ignore it and started trying to climb another way.

He stepped down and found an alternate route upwards by creating another staircase. Just as he was completing his staircase he saw the ant had moved and was again preventing him from pressing onwards. "Really are you going to be like this again?" He asked impatiently as the ant remained where he was. "Just get out of my way I haven't got anything against you!"

The Doctor felt the tower shake and knew that this ant was purposefully trying to block his path. Still he wasn't going to have any of that, not when he had the superior intellect when compared to it. He quickly started making a new staircase in between the two he had made before, and as he started to climb it he watched the ant move away from its previous spot to try and block him. Just as it was about to step onto the block the Doctor was going to, he pushed it and caused the ant to fall into a whole and supposedly to its demise.

The Doctor would have felt ashamed that he had tricked the poor creature into dying, but the ant instead of falling merely walked down the side of the block and vanished from view. Guessing that it was trying to get back out from another side he scrambled back to one of his staircases and finally reached his destination.

All this had taken a long time and the blocks falling away had caught up with him, only four layers separated him from the abyss. Still he remained focus and didn't rush himself or panic. He pushed on ahead and soon left the falling layers behind as he sped upwards.

However just as he heard the bells again he saw that the ant had returned and was again blocking his path.

"Really can you just get out of my way?" He asked angrily as he climbed down and onto another section that forced him to circumvent the much easier path he could have taken. The ant however had other plans and had followed him in his attempt to get away from it, and it seemed determined to block him by any means. This gave him an idea.

Taking a trap block that he had not triggered he positioned it in a way that looked like he was about to start climbing again. The ant saw this and immediately climbed onto the trap block, triggering it and the Doctor averted his eyes away as the ant was sliced to pieces by the spikes of the trap block.

"Sorry whatever you were, but you just wouldn't leave me alone." He said as he walked up the easier and faster path he had originally wanted to take.

Within ten minutes the Doctor reached the lever and pulled down with his mouth, summoning the carpet blocks to the landing above. He could already hear the pleased laughter of the mysterious voice as it watched him make his ascent to the landing.

_This is becoming exciting little lamb, another stage is behind you_

**/watch?v=fGdv7Hq1qe4**

The Doctor climbed onto the landing above, and looked around expecting to see the sheep from last night waiting around. Instead he was met with only the ringing of the bells above the church confessional. The benches now made of mahogany wood and were in pristine condition sat before him completely empty. No sheep were on the landing, he was all alone. The confessional curtain hung open for him to enter, and he knew that it was waiting for no other sheep but him.

"I'm all alone tonight…" He whispered as he solemnly walked toward the confessional booth. "No one is here to help me, no pony left for me to inspire, no sheep to talk to before I meet the next challenge."

He walked into the confessional and wondered if he should bother closing the curtain to begin the next session with the mysterious voice. Deciding to at least be semi-formal, he closed the curtain and sat down to begin the confessional.

_Well little lamb how does it feel to be on the final path to the Cathedral, I must say that your one of the lucky few who have made it this far_

"Why am I the only one here, whoever or whatever you are?" The Doctor asked. "What happened to all the other sheep? I know I wasn't the only one who escaped last night and got out safely. So where are the others?"

_I'm afraid you're the only one still being called here little lamb, the others have either failed and lost their memories, or they succeeded and realized what they had to do to gain what they needed... the majority of them though failed… so that's that_

"There is a way to restore their memories though, you can do that right!" He asked quickly. "You can't just do that to those ponies, some of them are good honest ponies that really do care about their mares. You can't just take away their memories of the ones they love just because they failed some test you put them through!"

_There is a way for me to restore them yes, I can easily do that, but the question is why I would want to… I don't see any particularly good reason for me to do that little lamb, so why should I restore their memories_

"You say that if anyone reaches the top of the Cathedral, they can have their freedom granted and one wish correct?" He asked.

Yes I did, I'm glad you pay attention to the sheep around you and your little assistant on the fourth night, you really are amazing to watch little lamb… so the question is why does this matter to you

"If I make it to the top, will you restore every pony's memories back to what they were?"

_If you somehow make it to the top of the Cathedral you will have all your memories of these nights restored to you, no strings attached… the rest of the sheep however will cost you another night, do you think you can climb higher little lamb to achieve this desire_

"Higher… what could possibly be higher than the Cathedral floor?" He asked the mysterious voice. "You told me that there were eight floors, with the Cathedral being the eighth. What else is there?"

_There is another floor that is only offered to the one sheep who successfully gets past the Cathedral floor, and a condition must be met before I can bring that sheep to that floor, but I will not tell you that condition tonight, because I must ask you one final question before you may face your final trial to the Cathedral… are you ready for it_

"The last question you say, why is there only one question tonight… usually you have me run two or three of these little marathons before I can leave for the night." He asked curiously. "Why only one question for little old me?"

This is the Spiral Corridor, the most direct path to the Cathedral floor, naturally you breezed through it easily… so are you ready for my final question this night

"Very well, ask your final question… the sooner I can leave the faster I can go back to Derpy…"

_This is my final question for you little lamb, and I suggest you think carefully as you answer it. If you could wish for the chance of one of these two things, which would you choose? The chance of forgiveness or the chance of happiness?_

The Doctor turned the question around and around in his head, looking at it from one direction and then looking at it from another. From the surface it seemed like a fairly easy question of whether or not he would choose forgiveness or happiness. However he knew that it had a subtler meaning behind it, and it revolved around him choosing between forgiveness by Derpy or happiness without her.

He wished for her to be happy, but knowing that his happiness would come at the cost of her distress, he was left with only one clear option to him. It was such an easy choice to make, even if it was so difficult to accept. He knew that no matter what he picked, there was only a chance and it was not a guarantee.

"I choose the chance at forgiveness, there's nothing more I could wish for." He said.

_Very well, I think I've learned quite a bit about you little lamb… and I must say that you are quite unique among all the sheep I have spoken to in all of my time, but I suppose that this is the last we shall speak to each other for tonight…maybe even the last ever, who knows_

"I hope so, because I really don't want to be back here anymore." He whispered as he prepared to move onward to the next trial.

_Since you have made it this close to the finish line, I shall give you one final piece of knowledge about these questions… Each and every question asked involved you and your special one, and every question was aimed at you deciding what course of action you must take if you wish to be with that special being… so let me ask you this little lamb. Did you discover that which you were seeking?_

"Yes… I know what I have to do to save not only myself, but also my happiness with my assistant." He said to himself mostly. "If I am going to let her know how I truly feel I must ask her to first forgive me, then I must make sure that a certain Lola doesn't interfere with my plan to marry Derpy. I have to tell Lola to leave me alone, somehow, and make sure that to solve the mystery of the sleep deprived ponies I need to get past the Cathedral to finally put an end to all this."

_If that is what you think, I won't question you… but I suggest you pick up the pace again tonight… because I can hear it coming for you again… I hope you make it hehehehehehe_

"What's coming for me tonight?" He asked nervously.

_Toodaloo hahahahahahahahah_

The booth shook and the Doctor waited patiently for the curtains to pull back and allow him to exit. When he did he looked around the tower of blocks for the mysterious entity that was hunting him tonight, knowing full well that eventually it would appear.

**/watch?v=1IaITEekWiQ**

_-Doctor Whooves… how are you tonight?-_

"What the… why does voice that sound familiar?" He asked as he looked down from the edge of the tower.

_-Because it is familiar… can't you figure it out Doctor?-_

"Who is that, who are you?" He demanded.

_-Someone you should know and knows you ALL TOO WELL!-_

From the Darkness rose a pony completely covered in a cloak, wearing dark clothing to cover the sections of its body that could be seen. It had an hourglass cutie mark where his would have been but it was visible only as an outline of flame. The pony wore a mask that covered half of his face; the mask itself looked like it would go nicely at a masquerade party. The part of its face not covered by a mask was dark grey, almost like a discorded version of a pony he knew. The face's eye that he could see was light blue, exactly the color of his eyes, but they lacked any kindness and were bloodshot.

"Okay I don't need to know who you are anymore!" The Doctor shouted as it floated before him, baring its hooves in a menacing manner. "I definitely do not need to know who you are!"

_-You know you can't escape me, I can follow you all the way to the top.-_

The Doctor didn't listen and started to climb the tower, trying to get away from this monster. However no matter how many blocks he climbed or how fast he climbed them, that creature was correct in that he couldn't get away from it. It floated around the tower, always staying at the same level as he was.

_-You can just end it all in one motion… just stop trying to escape.-_

"I'm not listening; I don't need to listen to you!" He said fearfully as he watched it tap the tower with one hoof and cause all the layers below that point to fall away instantly.

_-Did you think she wouldn't find out about you and her, pathetic!-_

The monster creature pointed another hoof at the tower, and a large portion of the tower changed from whatever blocks they were to dark brown blocks with and without symbols on them. This made the Doctors progress upwards slower as he looked around for an alternate method upwards. "Come on Doctor…keep going, don't let this thing win!" He whispered to himself as he found a spring block and moved it into a position to go higher.

_-You can always just run away back to your own dimension, wouldn't that make much more sense?-_

"Don't let it get to you, just keep climbing and keep going higher." He whispered to himself. It continued to taunt him as he climbed higher and higher, not choosing to attack him directly but to affect the tower itself and slow his progress.

_-There's nothing you can do to save everyone, just accept it and fall!-_

It floated closer to the tower and flung its cloak over a section of the tower, and as the cloak simply melted into the tower it was revealed that every one of the blocks had simply vanished along with the cloak. "What do I do… how do I keep going when it can do that?" He asked desperately as his mind tried to stay focused on the task at hand, but the pony monster wasn't giving him the time as it smacked the tower with its hoof again, causing a large section of the tower below him to fall away.

_-It won't just disappear Doctor, you can't have cake and eat it to!-_

The Doctor continued to climb higher, desperate to escape this nightmare. Yet it was becoming difficult with each passing second, as the creature did things with the tower that were beyond the Doctor's comprehension. It was able to break pieces of the tower swiftly and easily, disrupt his path with just a mere tap of its hoof, and it knew everything the Doctor was trying to do and was stopping him without even trying. He was quickly running out of options.

_-You can't win every time, accept your fate and fall.-_

"I can't surrender here; I just can't give up, I WONT GIVE UP!" He cried desperately as he used another spring block to climb higher.

_-She won't be there to help you anymore, she doesn't want to see you again, why would she after what you did to her!-_

"Derpy… please Derpy… give me strength one last time." He pleaded with himself, knowing full well that she wasn't going to hear him. Even if she did would she, the monster was right about that, she wouldn't help him out after what he did to her.

_-She is just an assistant, just like all the others you have brought along in your adventures… and that's all you ever thought of her as wasn't she?-_

"No… no she wasn't just an assistant to me." He said as he climbed onto an ice block and from there onto another block. "SHE WAS MORE TO ME THEN ANYTHING IN THIS UNIVERSE EVER WAS!"

That was when the bells rang above him, and he knew he was close to his goal.

_-You won't make it; you are destined to fall tonight!- _

It pulled in a deep breath and howled at the tower, and suddenly all sources of light just simply vanished and the Doctor was completely encompassed in darkness. He couldn't see an inch in front or behind him. He wanted to go slowly upwards but knew that if he triggered a trap or stepped on an ice block it could be the end.

That's when he noticed there was another source of light, the mask coming from the monster's face cast an eerie white glow that was just strong enough to see the blocks around the Doctor. He used that single source of light to quickly climb higher waiting whenever it came by to examine his surroundings. It was tricky at first but he managed to get higher thanks to this method.

Then he saw it… the Door was merely two steps above him. The Doctor rushed up to it and opened it up.

"You can slow me down, but I am the Doctor, and the DOCTOR IS IN!" He shouted boldly at the masked creature.

It chuckled in response…

_-That's right… YOU ARE THE DOCTOR!-_

It screamed at him and the mask fell away from its face, revealing the Doctor's own face beneath it. It was a face of pure evil, a face that could have stabbed its best friend without so much as blinking or frowning.

The Doctor screamed and ran through the door in pure terror. Just before it closed he heard the faint sound of the mysterious voice commenting as it usually did on his performance.

_Congratulations little sheep, the Cathedral awaits you… I'm so excited!_


	10. Night Eight - Lola

Night Eight, The Cathedral

=The Doctor's PoV 11:32 Am=

**/watch?v=XcyUaShuIUU**

The Doctor paced back and forth in front of his assistant's room, going over every possible outcome of what might transpire if he knocked on his assistants door and asked her to come out and talk to him. He had woken up two hours ago by rolling around violently in his bed and fallen out from whatever his nightmare, but that was the least of his concerns at the moment. When he woke up he opened his door a crack to go to the bathroom and watched Derpy leave the kitchen and walk back to her room with one of her homemade muffins.

She looked like she had slept decently, but her eyes were still slightly red from constant crying. When he saw her enter and lock her door he decided to knock on her door and ask her to talk to him. However that was almost two hours ago because he was afraid to speak face to face to her after what happened recently. He was now trying to gather the courage just to talk to her, not because he was afraid of how she might talk to him, but because he was afraid of ruining what little feelings were still shared between the two of them.

"Come on Doctor… just knock on her door and ask if she'll talk to you face to face." He said to himself as he circled the Tardis control console for the umpteenth time. "It's not like you haven't faced scarier things before. Come on you took on the entire Cyber Men armada for goodness' sake. If you can deal with saving the universe on a daily basis without flinching, then you can talk to an upset assistant easy peasy."

He felt himself gather his courage and prepare to walk back to Derpy's bedroom, but just as quickly lost his courage and paced some more. "Why does this have to be so hard? Just go and tell her everything your feeling, and ask for her forgiveness. It's not that hard!"

"Doctor?" Someone asked him behind his back as he continued to pace.

**/watch?v=_mjKAQ3I74o**

He turned to see Derpy standing in the control center with him, watching him as he paced back and. Her eyes weren't as bloodshot as earlier and she looked slightly more cheerful as she watched him, but the usual glimmer in her eyes that the Doctor always saw in them wasn't there.

"Oh uh, Derpy you're here…" He said quickly, trying to think of something to say. _–Okay Doctor stay calm, she's not crying and she doesn't sound angry so this is a good start. Now you just need to not blow it and keep her calm.-_

"Yea I'm here… so did you do what you were going to do yesterday?" She asked tentatively.

"Yes… I found out something interesting about that… nurse yesterday." He said, not wanting to say Lola's name out loud and break the fragile peace between him and Derpy.

"What did you find out about her?" She asked, though he could tell that her raised voice indicated that she was suspicious.

"I found absolutely no trace of that nurse ever working at the clinic for the past week." The Doctor said quickly.

"You found nothing?" Derpy asked, no longer sounding suspicious but genuinely curious.

"Not a single thing, all trace of her ever working there has been erased." He said as he walked over to a control console and printed out a recording of the records he scanned yesterday. "Look at this, all the names here are ponies, almost all of them stallions, which have been suffering from sleep deprivation like me. Out of the majority of names only seven percent are not stallions, and they have a record of the names of the doctor or nurse that helped them. The rest have absolutely no mention of a nurse or doctor helping them, only the name of the patient and the treatment prescribed and given are listed."

Derpy looked at the list as well and looked confused as she read it. "What does that mean?"

"It means Derpy that whatever is causing these dreams, also has a physical presence in our world." He said as he looked down at the list. "Whatever is doing this has control of not only our memories of the nightmares, and can control whether or not we can or will remember them, but also can remove any evidence of it ever existing in the first place. Now you told me that you overheard that nurse yesterday at 4:40 Pm taking care of a Mr. Texture right?"

"Yes?"

"Well at the same time you overheard her, I was actually outside of the clinic with her." He said, although he didn't want to risk Derpy's anger again, he had to tell her the truth in order for her to understand. "There was no way Lola could be in two places at the same time, so something is up with her. She probably isn't behind this but she sure knows something that we don't."

"So what do we do now?" Derpy asked.

"We… you mean you still want to help me?" The Doctor asked. "After what… what happened two nights ago you still…"

"What kind of assistant would I be if I didn't help you solve this mystery?" Derpy said. "Besides I uh… talked to a mare last night about you, she told me that we had a special bond that isn't easily broken by something like… that."

She blushed furiously as she looked down at the Doctor's hooves, though her right eye looked up at him. "Besides I remembered what you asked me to do last night, you said to give you a second chance right… so I'm giving you another chance."

The Doctor smiled and walked over to his assistant and nuzzled her mane gently, noticing that she still had the key to the Tardis still wrapped around her mane in a knot. "Thank you Derpy." He said softly. "Just… thank you, for everything."

"It's nothing Doctor…" She whispered in his ears.

**/watch?v=TiPYl72OhaQ**

=Ditzy Doo's (Derpy's) PoV=

_-He's nuzzling me, the Doctor's nuzzling me!-_ Ditzy thought.

Ditzy felt like her face was going to melt from the heat she was feeling as she felt the Doctor nuzzling her mane. Her wings almost flared up a moment later but she fought furiously with them to maintain some dignity in front of him. Finally she forced them back to their old position but now nuzzled the Doctor's mane as well.

_-Oh sweet Celestia, thank you thank you thank you…- _She thought to herself as she felt the Doctor's heart beats, and felt them beat faster as she nuzzled him. She knew this moment wouldn't last long, at most a couple minutes, but she didn't care. For one brief moment, it was just her and the Doctor and no other pony. For this one moment in time, he and she weren't The Doctor and his Assistant; they were merely Doctor and Ditzy, mare and stallion.

After two minutes of gentle nuzzling, they finally separated and looked at each other embarrassingly. "Well uh… since we've gotten past the forgiveness stage, how about we finish solving this mystery once and for all!" The Doctor said as he tried to find something to say after what just transpired.

"I say, AVANTE!" Ditzy cried enthusiastically.

"Indeed Derpy, AVANTE!" He shouted.

**/watch?v=Wu-zLip6tkI**

=The Doctor, 1:59 Pm=

"Alright, now that I've been admitted as another patient for Sleep Deprivation, now I just need to wait for my nurse to show up." The Doctor said as he was led to a room by a Pegasus nurse with crisscross yellow eyes. "Nice acting by the way Derpy."

"Will you keep up the act Doctor, remember were still in a clinic and ponies can hear you." Derpy said through her nurse's mask.

"Sorry, sorry." He said hastily.

After they left the Tardis over two hours ago the Doctor came up with a plan to expose Lola and possibly learn more from her without her realizing it. An hour later he had helped Derpy infiltrate the Nurses changing room so she could take a disguise. Now she was pretending to escort him to a waiting room, using his psychic paper to fool the nurse at the front desk.

His plan was a three step plan involving much timing on the part of Derpy. First she would take a disguise and pretend to be a nurse on duty. Once she was regarded as simply another nurse, she would take the next step and answer the call to guide the Doctor to the waiting room, assuming nothing went wrong she and he would wait both inside and near the waiting room for the nurse who would assist him. The third part relied on Lola being the nurse sent to assist him, however if she didn't show up then everything they did and planned for was pointless. If she did show up then the third part would depend on both Derpy being able to overhear the Doctor's conversation with Lola, and listening in on anything she might say to him and let slip.

There were two reasons why the Doctor wanted Derpy to masquerade as a nurse and be hidden nearby as he confronted Lola. The first reason was a reliable source of information, if for some reason he lost all memory of the incident between him and Lola he needed some way to remember everything; Derpy was his insurance of having a second source of knowledge. The second reason was that if she heard a struggle or fight going on, she would no doubt try and intervene. If it came down to a fight, he had better odds if it were his assistant and him against Lola. While he didn't want Derpy to get involved in a fight, the minor distraction of her barging in suddenly would be enough for him to possibly get the upper hand against her.

"Alright so you know what to do right?" He whispered quietly to Derpy.

"Once I escort you to the waiting room I go and pretend to be doing rounds with this clip board I found and patrol the hallway correct?" She said as she held up the clip board she had taken from the front desk. "Once I begin my patrol I look for Nurse Lola as she heads to your room, once I notice it's her I start eaves dropping in on your conversation."

"Exactly, I want you to listen to everything I say to her, if all goes according to plan I can expose her for who or what she truly is." He said as they turned down a hallway and headed for the waiting room. "Also if you happen to spot her and she doesn't go into my waiting room, follow her and see what you can overhear alright? Try not to confront her directly; I don't know what she is capable of so I want you to stay out of harm's way."

"I can handle a nurse Doctor… but alright I'll try not to fight her." Derpy said stubbornly.

"You remember what she looks like correct?" He asked suddenly.

"How can I forget… she was kissing you on the nose?" She said sourly.

"Yes… about that… listen Derpy I'm telling the truth that I didn't intend for that to happen." He said awkwardly.

"I know Doctor… I know…" She said, though right after that she whispered to herself, "I just can't wait to have a nice little chat with this mare who thinks she can steal you away from me…"

"What was that Derpy?"

"Uh nothing, just talking to myself."

They reached the waiting room and Derpy led him inside and put on the act of a nurse, telling him that he would have to wait until he was appointed either a doctor or a nurse to help him with his problem. Once they went through that formality she left him and closed the door. "Alright phase two… waiting for the mysterious mare known as Nurse Lola…"

He waited for a good ten minutes before the waiting got to him and he quickly became bored. He was really eager for Lola to show up so he could just get it over with. "What is taking her so long… she never was this late before when I actually didn't want her to be there…"

He decided to pull out his sonic screwdriver and scan for anomalies like before. This time when he turned it on he immediately detected an anomaly, and it was extremely close, right outside the door.

_-Right on schedule.-_ He thought confidently as he pocketed the screwdriver and prepared himself for the onslaught to come. Two minutes later, the door opened and in walked Nurse Lola, her usual nurse's outfit on her and looking at him with those seductive eyes. _–News flash Lola, you're no longer even slightly on the marefriend radar when it comes to me… I just hope that I can still be myself without having to regenerate and deprive Derpy of the chance of having a stalfriend…-_

"Well hello Doctor… it's a pleasure to see you again… and a real pleasure to see you alone with me again." She said. "So shall we get started with your business… or am I your business today?"

=Ditzy Doo (Derpy), 2:07 Pm=

**/watch?v=Rr7i2gQVO3s**

_-So far so good, everything is going according to the Doctor's plan.- _Ditzy thought as she pretended to be reading the clipboard in front of her while pacing back and forth down the hall. She had been putting on this act for the past seven minutes now, looking up every few seconds to see if any nurse was walking toward her or the Doctor's room. So far however nopony was coming by.

_-Oh I really hope that she doesn't go to the Doctor's room, I want to give her a piece of my mind!-_ She thought as she made her twelfth round down the hallway, keeping up the act of a busy nurse performing her duties. _–If she thinks she can steal the Doctor away from me, she's got another thing coming, especially after the way he comforted me this morning…-_

She thought of that morning and swore that no matter how long she lived or whatever happened to her, she would remember that memory for as long as she could. That was the happiest moment she had ever had so far that involved the Doctor, and was happier than any other memory she had without him. She remembered the way he nuzzled her mane and whispered his apology to her in her ear.

_-His mane was so soft… and smelled like… like freshly baked muffins right out of the oven.-_ She thought as she remembered when the two of them nuzzled each other's manes. Then she recalled how he had nuzzled her own mane. _–He was so warm… and so… so… oh I just can't believe that we nuzzled each other's manes like that.-_

The memory was not only still fresh but so pleasing to her that without any kind of warning her wings flared up. Quickly looking around for any sign that somepony might come across her in such an embarrassing situation. Luckily she was still gratefully alone, and started to forcibly fold her wings back up. "Stupid wings of all the times to do that… why can't you just stay put all the time."

Just as she finished folding her wings back up she heard the sound of hooves walking toward her and quickly pretended to be reading the clipboard again. She looked up and saw, just as she hoped, Nurse Lola walking down the hallway in the direction of the Doctor's waiting room.

Though she wore the nurse's outfit and the majority of her face was covered by a nurse's veil, she was clearly identical to the mare she saw yesterday. Her coat was chestnut in color and her mane was dark brown, her cutie mark was also the same, the male and female symbols interlocked. Her eyes were blue, just like the Doctor's eyes. _–Well there she is… little Miss Lola.- _Ditzy thought as she watched Lola walking toward her and toward the Doctor's waiting room. _–Alright Lola, moment of truth, are you going to see him or are you going to walk on by.-_

Ditzy watched with baited breath as Lola, step by step, walked toward the Doctor's waiting room. Lola paid no attention to her however, and merely kept looking forward as though she were thinking of something else. She glanced over at the Doctor's waiting room as she got close to it and kept walking on past Ditzy.

_-Okay, time to follow and see what I can find out…-_ She said as Lola walked past and turned to follow.

She stayed as close to Lola as she could, not too close that she would draw attention, but close enough that she wouldn't lose sight of her. She turned a corner and Ditzy quickly moved to keep her in sight, and saw that she was heading for an open room labeled 'Delivery Room 351-4T'.

-She works in the delivery room?- Ditzy thought as she continued to follow Lola toward the room. –But there aren't any mares in there, none that I can see through the door anyway.-

Lola walked through and entered it, not bothering to close the door behind her. Ditzy hesitated before she walked through as well. Instantly the door closed behind her on its own. "Took your time didn't you little Pegasus Mare?" Lola said as she picked up a clipboard and turned to face Ditzy. "So what is it that makes you want to follow me today?"

"Lola, that's your name right?" Ditzy said cautiously. The Doctor had told her to stay out of harm's way and avoid a confrontation with Lola. _–Sorry Doctor, but it looks like I'm going to have to give this mare a hoof to the face.-_

"You know me; well at least that makes one of us more knowledgeable about the other." Lola said in a sweet yet sinister voice. "Now the real question is, what is it about me that interests you?"

=The Doctor, 2:14 Pm=

**/watch?v=JATa9-711io**

"Well hello Nurse Lola." The Doctor said cheerfully, pretending to happy to see her. "It's good to see you again."

"It is good to see you again as well Doctor." Lola said. "So what can I help you with tonight?"

"I actually came here to see you." He said, keeping up the act for as long as he could.

"Really, well you didn't have to pretend to be sick just to see little old me." Lola cooed as she put her clipboard down and slowly advanced toward him. "Well since you're her, what is it you wanted to talk to me about… or was there something more personal you wanted to see **from** me?"

"I wanted to ask you a rather personal question, if you'll be able to ask me." He asked, no longer trying to maintain the deception.

"Ask away Doctor." She said while batting her eyes at him.

"Tell me what you're hiding, Nurse Lola… if that is who you really are."

"H… Hiding, whatever could you possibly mean?" She asked nervously.

"I find it interesting that, out of three hundred and twenty seven cases involving ponies being treated for sleep deprivation here, only fourteen of them actually have a name listed indicating WHO treated them." He said as he stared at Lola with cold eyes. "I am not a medical pony, but I DO know that when a patient is treated, whether in a clinic or hospital, no matter how severe the problem, the physician or nurse that treats them have their name documented along with the name of the patient and course of treatment. Which begs the question of who treated the other three hundred and three cases of sleep deprivation here?"

"I don't know what you mean Doctor." She said, no longer trying to be seductive but no longer acting nervous.

"I mean that it is so interesting how a mare that spends so much time avoiding relationships with the ponies she meets while traveling, can be so knowledgeable about every one of her patients." He said as he took a step forward. "You knew where each and every one of those ponies was going to be that day, not only that you were able to pick out whenever they had a conversation about the nightmares that I was researching into. It's very interesting how you could know so much about them without saying more than a few words to each of them personally."

"One might consider everything that happened that day just a series of coincidences." He continued, taking another step toward her. "I however, know the difference between a coincidence and foreknowledge. You KNEW where they would be, and in your haste to make me happy and get me romantically involved with you, you showed me each of them so I could learn from them. Well sorry to say Lola, if that is your name, but I don't roll that way."

Lola looked back at him with anger in her eyes, but there was something else inside them that he couldn't quite comprehend. "You think I did all that to get you to like me?" She hissed. "I did that BECAUSE I liked you, I figured it would make you happy if I helped you figure out the mystery then you would like me back. I didn't do that to make you like me; I did it because I LIKED you!"

"That's very nice of you Lola, however you still left out the detail of HOW you knew where those ponies would be and what they were talking about at the time." He replied back, knowing that if Derpy were outside listening in, he had backup if necessary. "So spill it, who is causing these nightmares, why are they focusing on stallions who have relationship issues, and how are they able to affect our memories of these events?"

The Doctor could feel his temper starting to get the better of him; he was growing angrier by the second as he stared down Lola. "I don't care if you have a silly little crush on me you Filly, I am the Doctor, I have spent the last seven nights suffering nightmares and trying to keep my relationship with my assistant stable, and I am NOT happy right now. You will give me some straight answers if you value your existence, and THAT is a promise I can keep!"

"You want to know why you're suffering these nightmares. Fine I'll tell you why, it's because you won't decide whether or not to procreate with your pathetic assistant!" She yelled back. "If you don't decide then I get sent to try and make you decide, but I took a liking to you and wanted you for myself. That's why I helped you, BECAUSE I LIKE YOU, AND DON'T WANT TO SEE YOU LOSE YOUR MEMORIES OF ME!" She screamed finally before smacking him in the stomach with her hoof.

The Doctor cringed and gasped as she pummeled him before he could react. Her speed and strength was astounding to him, he didn't even have time to see her punch him, let alone dodge it_. –Derpy now would be a real good time to help…-_

"Why can't you just accept me, let me be your marefriend and the boss will spare you the nightmares!" She cried.

"Not… interested… in you." He gasped as he held his wounded stomach. "I love my… assistant… you're not… taking her place."

"She's just an assistant to you, that's all she is ever going to be to you!" Lola said as she smacked him in the side with her hoof again. "I can be ANYTHING you want me to be, an assistant, your best friend, your close lover… name it! She can barely take three steps without getting lost! What can she do that I can't give you?"

"You… can't give me what… I need… only what I'd want!" He gasped as he tried to stand up on three hooves. "I won't… give her… up."

"Can't you see I'm just trying to save you?" She screamed. "All she is doing is causing you difficulties; I'm trying to help you, that's all I'm doing!"

_-Derpy… give me a hand here…-_ He thought as she kicked him in the stomach again. _–Please Derpy… help me!-_

**/watch?v=JATa9-711io**

=Ditzy Doo (Derpy), 2:14 Pm=

"What I see about you that interests me?" Ditzy asked. "I see a mare that's going to pay for all the trouble she's caused me over the past week. That's all that interests me."

"I see, so tell me what have I done to you that makes you detest me so?" She said in a calm voice.

"You've hurt stallions that have been having relationship problems with their mares." Ditzy claimed. "The Doctor knows you're behind it, so fess up and tell me how you're doing it, and tell me how to stop it!"

Lola watched her through barely opened eyelids, and continued to look calm as Ditzy advanced upon her. "I'm afraid I have nothing to do with the nightmare process, so there's nothing I can do about that. All I can do is determine whether or not a pony has decided to commit to a relationship or not, and decide whether or not they can be saved. The Doctor you speak of is not my priority, nor has he ever been my priority."

"Then how come you kissed him two nights ago!" She yelled angrily. "Don't lie and tell me you have no feelings toward him, I saw you kissing him yesterday!"

Lola still looked cool and calm as she replied to Ditzy's outburst. "I was here yesterday little Pegasus, you saw me in the hallway at 4:40 pm after my meeting with Mr. Texture. So how could I have been with your Doctor at the EXACT same time?"

"You… you knew I was in disguise that time?" She asked.

"Of course I knew it was you, I know every pony that looks upon me." She said. For a brief moment she looked at Ditzy still just as cool as always, but then she glanced at her side in the direction of the Doctor's room and a look of worry crossed her face. "I think it's best if you head back to help him, otherwise he might be in need of REAL medical attention."

Ditzy felt herself fill with dread at the way she spoke. "Doctor…" She whispered before bolting through the closed door and stampeding toward his waiting room, completely ignoring the number of shocked looks from the numerous doctors and nurses that were passing through the hallway. She saw the Doctor's waiting room door slightly opened and feared the worst as she burst in and looked around.

**/watch?v=ftwtOQ1EpnI**

There lying on the ground was the Doctor, bruised and beaten up but still breathing as he tried to stand up. He looked up at Ditzy with a black eye and tried to smile, but his jaw had a cut on it that started bleeding. "About time… you silly filly…" He whispered as he stood up at last. "You're a little late… for the party."

"DOCTOR!" Ditzy screamed as she ran over and helped him up, looking at his bruises and searching for something that might help him, briefly wondering if she should run or help. "We've got to get you some help, and find whoever did this to you… and…"

"Derpy… how about… we just… go back to the Tardis this time." He whispered as she helped him up and placed one of her wings over his back. "I don't want to draw… attention in this clinic… at the moment."

"Alright fine… but the moment we get back, you're going straight to bed!" She said as she walked him out of the room and toward the clinic exit.

=4:43 Pm=

**/watch?v=W-gshcuJFis**

Ditzy stood over the Doctor after treating his bruises he had suffered from whatever pony had decided to pick a fight with him. Fortunately that was all he really suffered, the cut on his lip was caused by himself, and the black eye would take at least a day to go away. Now the he was resting peacefully in his bed as she watched him taking a short but much needed nap.

She watched him look so relaxed and so at peace and wondered how she could ever have thought she was angry at him. "Doctor…" She whispered as his breathing slowed slightly, hopefully dreaming peaceful dreams instead of horrible nightmares. "Doctor… what could do that to you?"

She had seen the Doctor shrug off attacks from Cyber Ponies, watched him not even blink at the sight of Dalek Death beams, and even act nonchalant in the face of death. She knew that his combat experience was probably the greatest in this or any universe. His physical prowess out stripped Rainbow Dash's and his store of knowledge was greater than Twilight Sparkle's. Years and years of fighting and running for his life had given him the wits and intuition to be prepared for whatever came his way. What kind of pony could not only get the drop on him but also hurt him to the extent they did?

"Why wasn't I there when you needed me most?" She asked as the Doctor rolled over onto his other side. "You were counting on me to help you; you needed me to back you up in that room, and what happens when you give me a role that's so important that you put your whole trust in me being there? I just end up following the wrong mare, and ignoring you completely."

She started crying as she leaned forward and started nuzzling his mane gently. "Forgive me… please forgive me Doctor… I just don't know what went wrong." She said. "I… just… I just couldn't… tell you that day, last week when I asked you out on Hearts and Hooves Day."

She kept nuzzling him as his breathing quickened again. "I…I..." She said, hoping he was still asleep. "I love you… I've always loved you…"

"…I love you too Derpy." The Doctor whispered back to her.

Ditzy felt her heart stop for a moment and could have sworn she heard what she just heard. "D… Doctor?"

He rolled back over and looked up at her with his tired but kind eyes. "You should have told me sooner you silly little filly… woulda saved me the trouble of pretending not to feel anything for my number one assistant." He said jokingly.

"You… you really love me?" She asked.

"Yea… took me a good seven nights to finally admit it to myself." He said as he sat up and looked at her through tired eyes. "I didn't want to admit it, because it would mean that you would have to make a decision. Would you still stay with me, knowing that I'm a completely different species and how old I am? I didn't want to force that kind of decision on you, when you could easily have a normal relationship with any of the stallions on this planet that would treat you like the princess you deserved to be treated like."

He shifted his eyes toward his cutie mark, an hourglass pointed at an angle. "It's kind of pathetic if you think about it, over nine hundred years, closing on a thousand, and I still have trouble with ladies. I can't even confess my feelings because; well whenever I regenerate I change bodies… not exactly conducive to a long and healthy relationship. Also the age difference, you might as well be a small newborn filly compared to me age wise, and that's how I always used to think of you and every other pony I spoke to or thought of. Young newborn fillies and foals, nothing special next to the last survivor of the Great Time War, he who has seen and done more than any individual in the galaxy can claim to do. Yet look at me now, beaten by my own silly little crush on my assistant."

Ditzy watched him as he berated himself for waiting so long to finally admit his own feelings and felt so much sympathy for him. She too had waited so long to admit it to him in the open; all she had ever done was show her affection by doing small trivial stuff like baking him his favorite muffins whenever they finished an adventure with no problems. Now however he was sitting in front of her letting his heart do the talking for him, and she never felt more in love with the Doctor then she was feeling right there.

"I guess we both took a while to figure that out Doctor." She said as she placed her hoof next to his. "At least we finally admitted it to each other."

The Doctor smiled and leaned forward and started nuzzling her mane again. "Forgive me Derpy for all that I did to you this week?"

She started nuzzling his mane as well, happy that she knew that he loved her as well. "How can I not forgive you? After everything you and I have been through, how can I not forgive you." She whispered into the Doctor's ear. "That right…You are the Doctor. Nothing will ever change that."

=The Doctor's PoV=

**/watch?v=FO90vUJzyOE**

The Doctor heard the words and was about to say something sweet to her, but suddenly felt a flash of memory force its way to the surface of his mind. "That's right… You are the Doctor!" It was a terrible image of him; he wore a mask that concealed half of his face while the other half of his face looked terrifying. It was so scary that he felt himself scream and jump back away from Derpy.

"GAH!" he screamed in terror as the image removed the mask to reveal its eyes held no gentle light in them, or any mercy in its face.

"Doctor what's wrong?" Derpy asked quickly, running to help him stand up as he lay there shaking and sweating as the image from his mind faded away. "Did you have another flashback; was it another image of the nightmare?"

"Yes… yes it was Derpy." He said shakily. "It was… most definitely… an image from my dreams. Only this time… it was me… a very terrifying image of me."

"You can remember what it looks like?" She asked as she wiped away the sweat from his forehead with her hoof.

"Not completely… but I have a feeling, a general feeling that I know exactly what it was." He said as he felt his heartbeat starting to slow down to normal. "That general feeling is pointing at me, so I know that whatever gave me a double heart attack just now was clearly a scary version of me. So much that I fear just the mere sight of it… and like always I can't remember what the image looked like. All I know is that… it scares me Derpy, scares me so much that…"

**/watch?v=yNqIsWihxEI**

The Doctor stopped when Derpy pulled him into a close hug, her wings flaring up as she did so. "You don't have to remember everything from these nightmares Doctor." She whispered into his ear in a soft and comforting voice. "You've suffered enough the past few nights… just forget what these nightmares were about for now, and think cheerful thoughts. Alright Doctor?"

He smiled and started nuzzling her mane again. "What would I do without you Derpy?"

She started nuzzling him back as she replied. "I don't know Doctor, but I know you're pretty pathetic without me." She pulled away and pointed at the black eye and sad in a joking manner. "Just look at the bruises, I leave you alone for five minutes and this is what happens?"

"Hey don't blame me, Lola got the drop on me while I was busy listening to her talk, she was faster than me and hits harder then she looked like she could." He said defensively, trying to save face. "Besides isn't it a gentlemen's policy to not hit a lady?"

"You talked to Lola, but that's impossible she walked by your door." Derpy said confused. "I saw her myself, followed her and tried to get her to confess, but she led me away and… really confused me with her funny way of talking."

"No she couldn't have walked by, I spoke to her personally. She tried to seduce me again when she first came in. You think I got this black eye from any pony?" He said, pointing at his eye to drive the point.

"But the nurse I followed looked exactly like the mare from that night… chestnut coat and dark brown mane; sure I didn't see her cutie mark that night but I KNOW who I saw."

"Well the coat part was right… what about her cutie mark, what did it look like?" He asked.

"It looked like the female and male symbol." Ditzy said, recalling exactly what it looked like.

"No… that can't be right, her cutie mark was that of a clock…" He said as he absorbed this new information. "What color were her eyes, do you remember?"

"Well, her face was mostly covered by a nurse's veil… but her eyes were blue like yours." She said as her own eyes started crisscrossing like they usually did when she was trying to think of something really hard.

-No… no her eyes were violet.- He thought as he heard Derpy Describe Lola's appearance to him. "Could it be… there's more than one?" He said out loud.

"There's more than one Lola? That's impossible unless you can be in two places at once." Derpy said jokingly. "Right Doctor?"

"I'm not too sure… I think we need to pay that clinic one more visit tonight before the day's over." He said grabbing his sonic screwdriver and putting on a hat to disguise himself. "You still got the psychic paper correct?"

"Yep, one psychic paper present and accounted for." She said, pulling out a blank piece of paper.

"Good… come on we got one more visit to make to that clinic before we can sleep tonight… I have a feeling that there's going to be some trace of something if we look hard enough."

=5:34 Pm=

"Nothing… there's nothing here either." The Doctor said as he scanned the room with where Derpy told him that she had followed Lola to. Before they went to the waiting room and the delivery room where Lola had been seen by both him and Derpy they checked the medical records for any trace of Lola being listed as his nurse. However there was no trace of any record of sleep deprived ponies over the last week being admitted and treated. The only mention of a sleep complaint came from him that day, and a few mares from last week.

After that he had scanned the room earlier where he had spoken to Lola and had detected nothing, now he was scanning where Derpy had been speaking to Lola as well. "If they were escaping through a rift or dimensional hole there'd be some trace. Yet there isn't anything, not a single thing here for the sonic screwdriver to detect."

"What does it mean?" Derpy asked as she kept a lookout for any nurses or doctors that might interrupt them.

"It means that there's absolutely no trace that Lola was ever here." The Doctor said in an astonished voice. "There's nothing here we can track to find Lola, or confirm that she was ever here besides our personal experiences."

"What about those medical records we checked earlier, did you find anything new?"

"Nothing new, even my most recent entry has absolutely no name as to who treated me." He said as he pocketed his sonic screwdriver and turned to face her. "It's as if the nightmares never happened, all the records of ponies who suffered them last week have vanished. Not even a hoofnote saying that Doctor Cobbler was working overtime last week."

"So what do we do now?" She asked.

"There's nothing we can do… unless Lola reveals herself to us we can't do anything more." He said in a defeated voice.

They left the clinic an hour later after Derpy asked him to try looking in the records one last time for anything they may have missed. However just as he stated there wasn't anything he missed. So they left the clinic for the last time, wondering what had happened to all the evidence that they had found before and wondering where Lola had vanished.

**/watch?v=yNqIsWihxEI**

=Ditzy Doo (Derpy) and The Doctor, 9:01 Pm=

Ditzy yawned as she finished eating dinner with the Doctor. The day hadn't been a total failure for either of them, sure he had a few more bruises then he had originally had and they had lost all leads to solving the mystery of the sleep deprived ponies. But on one hoof, she and the Doctor had never been closer since last week when they had lunch together.

After they left the clinic the Doctor was feeling really depressed about losing every lead in solving the mystery, so Ditzy led him on a walk through the park to brighten his mood up. It worked like a charm and she ended up falling into a pond to make him laugh. After words they went to a theatre to attend a display of classical music, and they watched it without even realizing that they were leaning against each other. Now they had dinner and Ditzy was preparing to spend the night with him, both to assure him that he wouldn't suffer another nightmare and because she didn't just want to leave him alone that night after she had such a wonderful day.

Their comfort was a simple one, but it was so wonderful that the simplicity was overshadowed by it.

They were two ponies in love, without saying anything in particular to each other; they were both admitting their love for each other.

"I'm so tired Derpy, I feel like I could sleep for a week." He said as he walked side by side with her to his bedroom.

"I'm sure you could, after the week we've had I wouldn't be surprised if you did." She said.

They entered the bedroom and Ditzy felt a sense of excitement worm its way into her heart. _–His bedroom… after everything that happened today would he…-_ She thought as he climbed into it and pulled out that book he asked her to read to him that night. _–No… don't push it… one step at a time Ditzy, one step at a time. For now just a simple bedtime story, maybe a little peck on his cheek before bed and then sleep. But after that…_

"So Doctor what chapter is it tonight?" She asked as she snuggled into bed with him and watched as he flipped the book to chapter eight. By the looks of it, it appeared to be the last chapter of the book.

"Chapter eight of this book that just seems so strange yet fascinating, I wonder how it ends." He said as he cleared his throat and started reading to her. The chapter began with the leading sheep being the only remaining member of the herd that had followed the shepherd this far and now the sheep no longer followed the shepherd. Instead the shepherd allowed the sheep to go on its own path, no longer able to direct where it went or what it did. Yet this was apparently what the sheep wanted, because it gladly decided on its own path, and willingly accepted the risk and dangers that came with leaving the shepherd behind.

Once he finished the chapter both of them felt extremely tired. He started closing his eyes but Ditzy wanted to do one last thing for him before they turned in for the night. "Would like another Lullaby song Doctor?" She asked him.

"Wouldn't have it any other way." He whispered as his eyelids became heavier.

**/watch?v=HCLCtdKt9PQ**

"Stars and moons, and air balloons…"

His eyelids closed and he began to breathe slowly, Ditzy herself wasn't far behind as her own eyelids felt like iron weights.

"I'll wrap you in rainbows, and rock you to sleep again…"

She leaned over and made sure he was fast asleep.

"Smiles to cure the frowns, twirling and tumbling in laughter…"

She nuzzled his mane one last time before she leaned closer to his face.

"Nevermore will the waters rise, till the mountains no longer touch the skies…"

She gave him one last kiss on his nose, deciding to let him make the move for their first kiss, before she too laid her head down and fall asleep.

"I'll wrap you in rainbows… and rock you… to sleep… again."

_Psst… wake up little lambs… its sleepy time…_

=The Doctor=

**/watch?v=u3fWxqafpto**

The Doctor woke up and exhaled slowly and deeply, for some reason he felt well rested and in much better health than he had ever been that week. "That's strange, I thought I heard something just now." He looked around the interior of his room and noticed Derpy still sleeping soundly next to him. "Wait a minute… no nightmare? No dream?" He whispered as he checked the time.

=8:31 Am=

"I can't believe it; I got through the night without a nightmare!" He said excitedly as he jumped from the bed, feeling like he had just regenerated into a ginger unicorn! "Derpy wake up, its morning and I finally had a good night's sleep!"

Derpy slowly woke up and watched how happy he was, his own happiness rubbing off on her and making her smile as well. "That's wonderful Doctor!" She said as she got out of bed and stretched her wings.

"Well I say this calls for a celebration, let's have blueberry muffins with extra butter and toast and some apple jam for breakfast." He said as he opened the door to his room and waited for her to follow him to the kitchen.

**/watch?v=FO90vUJzyOE**

Derpy gasped the moment he opened it and he turned to see none other than Nurse Lola standing in the doorway. "What the… Lola?" He said, jumping back and preparing himself for anything she might do. "How did you get inside my Tardis?"

"Doctor… whatever are you talking about? You let me in here once before, so naturally she let me inside because she trusts me." She said seductively as she stepped into his room and shifted her glance between him and Derpy. "I also found this key in the clinic yesterday. Figured I was trustworthy enough to use it, so I decided to pay you a little visit."

She held the key to the Tardis in one hoof, the string Derpy used to tie it to her mane still strung in the keyhole. "So this is your assistant Doctor… not exactly a good looker now that I see her with my own eyes." She whispered as she glared at Derpy, dropping the key to the floor and taking another step toward them. "What is it that you see in her that you don't see in me?"

"I thought I told you that I'm not interested in you Lola." He replied back, moving himself to stand between Lola and Derpy in case she chose to attack. "Now get out, unless you're here to tell me who your boss is."

"Doctor why can't you just choose me, I can give you anything you want?" She asked, now looking at him with desperate eyes. "I can be anything you want, name it and I'll be it! Just tell me that you'll choose me and I will gladly be your slave!"

"I don't want a slave; I want a mare that cares about me." He said pushing Derpy back as he took a step back from the desperate and slightly mad mare. "Derpy cares about me and loves me for who I am, not what I am. That is all I need from her."

"Doctor…" Derpy said from behind his back.

"You choose… you choose a stupid klutz instead of me?" She said angrily. "After all I did for you, all I've done for you… you pick a useless, messed up, backwards MARE?"

"I am not a useless mare!" Derpy cried as she stood in front of the Doctor, forcing him out of the way so she could face Lola herself.

"Shut up you waste of Pegasus genes… give up on him; he's way above your worth!" She shouted at Derpy menacingly, taking another step toward her.

"No, I won't." She said while standing her ground. "I love the Doctor, and nothing will change that!"

"Fine… if I can't have him… THEN NO PONY WILL HAVE HIM!" Lola screeched as she produced a large cutting knife from somewhere behind her. With one loud cry she charged at the Doctor and Derpy.

"LOOK OUT DOCTOR!" Derpy cried as she pushed him out of the way.

He was knocked to the ground and for a moment was disoriented. When he regained his senses he saw Derpy and Lola struggling over the knife, Derpy trying to get control of it while Lola was trying to stab Derpy with it. "He's mine, mine do you hear me? You're not worthy of such a stallion!" Lola screamed with the voice of a madman.

"You won't hurt him; I won't let you hurt the Doctor!" Derpy cried while trying to avoid the thrusts of the knife.

They struggled for another moment and then Lola scored a direct hit, slicing Derpy's wing joint with the knife. She screamed in agony but still refused to give Lola any ground toward him.

"Derpy no!" He screamed as he scrambled to get up and save his assistant. However just as he got up Lola gave an almighty shove and she and Derpy fell onto the bed and he heard a scream of pain from one of them. His hearts stopped as he saw them both stop moving for a moment, then Derpy scrambled up and ran to his side unharmed.

"G…grg…ack…" Lola whimpered as she stared in shock at the knife protruding from her chest. She reached to pull the knife from her stomach but her limbs weakened with each breath she took and each drop of blood she lost. "Grk…w..hy…?" She said as she used the last of her strength to look at the Doctor, before she lost the fight and stopped moving and breathing.

"I…I… I killed her." Derpy whispered as she looked at her hooves. 'I killed a mare… I killed a mare!"

"Derpy snap out of it, you didn't kill her she killed herself!" He said as he shook Derpy to keep her focused. "Now look, I'm used to death happening before me, I've been the cause of it on occasions. Don't go blaming yourself; you did what you had to do to save yourself. Now let's go into the control center and figure out what to do with her body."

"Alright Doctor…" She whispered as he led the way, looking back at the body of mare known as Lola.

Just as they stepped out of the room everything went grey and seemed to fade away. The Tardis simply seemed to vanish and was replaced by what looked like a bunch of blocks stacked on top of each other, reaching as high as they could see. "No way… no please not this… this can't be another dream!" He whispered to himself as he looked around and saw that the giant room they were in was he inside of a cathedral.

"Doctor what's happening?" Derpy screamed as she stared at the room around her.

"Derpy stay calm, no matter what happens, stay calm!" He cried as he looked around.

_**-I won't… let you have him…-**_

"Not this again… Not with her here please…" He begged as he turned around and saw the monstrosity that was determined to stop them tonight.

_**-If I can't have you, SHE MOST DEFFINATELY WONT!-**_

From the shadows where his bedroom once had been a bloodied, Nurse Lola appeared. She was covered in cuts and her eyes were no longer violet but blood red. Her nurse's uniform was covered in gore and blood, and in her left hoof was a bloodstained knife. She was no longer her usual seductive self but terrifying and her teeth were razor sharp.

"WHAT IS THAT THING?" Derpy screamed as she backed away.

"Climb Derpy, CLIMB!" He yelled and ran toward the nearest climbable block.

**/watch?v=ZIDo4dLlITc**

The Doctor climbed and Derpy followed behind him. He knew what to expect from the tower, and thankfully there weren't any of the trickier blocks to deal with like the exploding bomb blocks or the slippery ice blocks, the same went for the cracked blocks. The majority of the blocks were the normal and heavy brown or brown immovable type. There were also a few trap blocks he noticed from time to time, but the blocks were far from being his major concern.

The main focus of his mind at that moment was the mare trying to keep up with him, and the mare trying to smash Derpy with her hoof or stab her with the knife. "Doctor wait for me, I can't keep up!" Derpy called as she slowly climbed another block, gasping for breath from the injury of her wing.

He looked down and saw that, although he had made good progress upwards, she was so slow when it came to climbing the blocks. She was at least seven layers below him, and four layers below her was the maddened Lola monstrosity.

_**-She's just dead weight, why can't you see that!-**_

"Come on Derpy, you can do this keep climbing!" He called to her, watching the monster Lola stab the tower with the knife and causing a section of the blocks below Derpy to break into pieces.

"I'm trying… but my wing hurts…" She whimpered as she climbed onto another block.

_**-You can only get him by playing helpless? Some assistant!-**_

Lola smashed at the tower again, trying to reach Derpy but she was just out of reach by a layer of blocks. The Doctor knew that if Derpy didn't suffer her wing injury she probably could have flown up to him, but restricted to climbing the way he had been for the past seven nights, she was an utter slowpoke. He knew he could easily keep ahead of Lola, but Derpy lagging behind would be the end of her if she couldn't keep pace.

"Hang on Derpy I'm coming to help you!" He called down as he began to descend to her level.

_**-She's only slowing you down, can't you accept that!-**_

He reached Derpy's level and began helping her climb faster. It wasn't much of an increase in her pace, but she at least stayed a few layers behind him. "Come on Derpy, we can do this, we can make it out of this nightmare."

"I'm trying Doctor, but I'm just so exhausted." Derpy cried as she pushed a block in so she could climb it to his layer.

_**-Do you two really think you'll both make it out, HAH!-**_

They continued to climb for another fifteen minutes, and he noticed a small glimmer of light above them, but heard no bells ringing. "Keep climbing Derpy, don't give up." He called as he climbed another block and looked down at her. However she seemed unable to climb any higher as she collapsed onto the block she was on.

"I can't… I can't go on…" She gasped as she looked up at him from where she lay. "Keep going Doctor… save yourself…"

"NO I WON'T!" He cried and jumped down four layers to her. "Get up Derpy, get up and climb with me!"

"I'm so tired… my wing hurts so much… I just can't climb anymore…" She cried as tears poured from her eyes. "Save yourself Doctor, just leave me behind, maybe I can distract her long enough for you to get away."

"No Derpy, you won't go sacrificing yourself to save me!" He said, now crying himself. "Derpy don't you dare leave me alone in this world, not after everything we went through just to salvage our relationship, don't you dare leave me alone!"

The tower shook as Lola smacked it again and laughed hysterically at the sight of them not climbing.

_**-Should have picked me from the start, I never slowed you down like this.-**_

"Derpy… I love you, and nothing in this universe will change how I feel about you!" He said as he leaned closer to her ear. "That's why I want you to be there with me when we escape… I've been through this nightmare for the past seven nights, and the only reason I survived WAS BECAUSE OF YOU. You're name alone… gave me the strength to keep going, when all hope seemed lost… the thought that you would have wanted me to keep going made me climb all the harder!"

Derpy watched him through tear streaked eyes and gasping for breath, but she didn't look away from him. "So listen to me now, if you give up here and now, then I won't take another step up this tower. If you go, then I go with. I'd rather face death knowing you were at my side then face a long life without you to share it with!" He said with a fire in his eye. "I love you with every fiber of my being, so get up Ditzy Doo… GET UP YOU BEAUTIFUL MARE! Get up and CLIMB… THIS… TOWER!"

Derpy stared at him, and slowly put one hoof in front of her, and pushed herself up. One step at a time she and the Doctor climbed the tower together. Whenever she lost he footing or slowed down he carried her himself. If she gasped for breath he carried her on his back until she was better. Together, they climbed another dozen layers and then heard the sound of the bells above them.

"What is that sound Doctor?" Derpy gasped as she climbed another block behind him.

"We're almost out Derpy, just a little more!" He said as he looked up and saw the doorway above them.

_**-No… No… Nooooooo!-**_

Lola screamed and threw her knife at where Derpy was going to be. The Doctor tried to warn her but just before the knife reached her, Derpy lost her balance and fell down a level. She landed on her rump and was immediately flung five layers upwards by a spring block. She reached out instinctively and held on as tight as she could.

"Oh you magnificent specimen of a mare!" He called out to her and jumped down to use the spring block to join her.

**/watch?v=3vx5NcLA3nc**

Five minutes later, they reached the door. It was larger than any of the other doors the Doctor had seen before. It was grand in design and looked welcoming to him. He pushed the door open, and with Derpy by his side, walked through it.

Just as the door closed he heard the sound of laughter and praise, and knew the mysterious voice had watched them both.

_You have climbed the Cathedral, my most heartfelt congratulations to you little lamb… you have earned the right to remember your memories… enjoy your life with your special someone… or should I say __**somepony**_


	11. Intermission - Anasi and Boss

Intermission – Anasi

**/watch?v=7gzFjjCWvPE**

*Yawn* Boy oh boy is my throat sore from all that talking, but let me tell you boys and girls it is definitely worth it just to give you all a wonderful story. I'm glad you all decided to stick around with me this fine night, because the stories not over yet! Oh no, we still got one more special chapter to go before I can wrap this all up and put a bow tie on it. But before we get things kicking let me ask you a few things, is this story satisfying to you? Am I making it worth your while? I hope so because, well you know me… the boss wants me to put on a good show…

Now… the story… Oh that last chapter had me crying in tears as I told you it. The boss sure knows how to write a good story, and that's not just because I'm a machination of his ingenuity.

He knows how to write a story, but can't really tell it… so that's why I am here, but enough about me and the boss… you all wanna know what happens next right? Well your ganna hafta wait a few more moments because I need me a little drink.

A sore throat is a crime against nature let me tell you… I don't wanna stop but if I don't take care of my voice, it's just ganna hurt the story.

That last chapter had me in tears, was the Doctor going to save Derpy? Would they FINALLY confess their feelings to each other?

Well I think you found the answers to that at least… took em a while but, I love when two special someone's, ponies or not, come together and confess their feelings for each other. They deserve to be together after all they have been through, especially Derpy. I have a feelin that those two are going to have a long and happy life… but there's one thing missing from this little story.

What about those other ponies that the Doctor swore he would restore the memories of?

That Lola chick as well… something just don't add up in my eyes, different eyes and cutie marks yet they both look exactly the same? But there's only one Lola right? Well you'll find out in the next chapter.

Speaking of finding things out… Did you all notice the little easter egg the boss put in for me? Come on now, I can't tell you right off the bat, spoils all the fun. But I hafta give you SOME kinda clue right?

My name is Anasi, and I am your host of the Golden Playhouse, there's your clue *chuckle*

So many questions unanswered, so many loopholes left over, what happens next? Well… *sips a drink*

I'll tell you what happens next… once I've freshened up a bit… don't worry I won't take long. Or should I say, WE won't take long, right boss?

**=Nope, we won't take long, so finish freshening up so we can get back to the story!=**

Oh hush you, can't a girl take a break every now an then, I been talking six chapters nonstop.

Well boys and girls we'll be right back. Don't you worry, the night is not over, and since my boss crawled out of his hole, need I say this?

The fun… has been doubled *chuckle*

**=You and your silly one liners…=**


	12. Night Nine - Nurse Lola , Succubus Lola

Night Nine – The Empireo

**/watch?v=VU_mPq4umAM**

=The Doctor and Ditzy Doo (Derpy), 8:45 Am=

=The Doctor's PoV=

The Doctor woke up and rolled out of bed, feeling as if he had just run a marathon with a pony on his back. His first impression was that he had suffered a nightmare and was merely suffering the after effects of it, but that wasn't even close to what he was feeling. He was excited; more than excited he was enthusiastic about what was happening right then and there.

He remembered exactly what happened in his dream that night… and not just that night but every night before, going back another seven long nights. He remembered the towers, the monsters, the mysterious voice and its strange questions. He remembered what it asked for, what it was asking him to do, and how its questions were aimed at telling him what he was so blind to before that night.

He remembered every little detail that had escaped him and was lost to him for all that time, and now everything that had been so blurred and confusing became crystal clear. He understood exactly what had happened to the ponies that also had suffered the nightmares, knew what had befallen them and knew what he had to do. Then he remembered that the book he had been reading all this time had been a key piece of him and Derpy going into the dreams.

"Where is that book?" He asked himself as he looked around for the book he had been reading yesterday, but there wasn't a trace of it. He guessed that since he had finished the Cathedral and earned his freedom from the nightmares, the book was no longer required to bring him into the dreams and thus had vanished from existence.

"Now it all makes sense… everything is so clear now that I can remember!" He shouted to nobody in particular.

"Give me five more minutes…" Derpy moaned behind him.

He turned to see Derpy still asleep on his bed but was slowly waking up. His excitement and eagerness at remembering suddenly dimmed down as he watched his assistant lay there sleeping. He had not only remembered all the information he had learned in the dream, but also remembered how much Derpy had been the center of his nightmares.

"Oh Derpy… how could I have been so blind." He whispered as he walked over to his bed and started to gently nuzzle his assistant's mane. For a whole week she had been his inspiration to keep climbing, and the whole reason for why he had suffered the nightmares night after night, all because he refused to see her as anything more than an assistant. Only on the fifth night did he finally see the truth behind the nightmares, and yet because he still refused to admit it to himself, he continued to come back every night thereafter.

"Well even if it took all this time, at least I can make up for it." He said as he watched her slowly start to wake up. "Now that I remember everything, we can start over from where we should have been. But not yet Derpy… I need you to wait a little longer for me."

He walked over to the door and left to clean himself up before they would make breakfast. He hated to make Derpy wait longer after everything yesterday, and after what he put her through for a week. However there was still one last thing he needed to do, and that was going to be the riskiest and toughest fight he ever had to face. He remembered everything from his dreams, and thus he knew that out of all the other ponies who suffered the nightmares, he was the only one to have reached the Cathedral and survived the trials. Some had learned and escaped the nightmares, and no longer needed to worry about suffering them anymore. The majority however did not survive, and having failed the tests of that mysterious voice, lost their memories of their special somepony's and ever having been involved with them to begin with. Those same special somepony's also lost their memories of their significant others, the ponies who had failed to escape and realize why they were suffering the nightmares.

From what he remembered of his dreams he knew that there was a way for him to restore the memories of the ponies who have fallen. However the mysterious voice had told him that while he could restore their memories, it would cost him one more night in the nightmares, assuming he succeeded in surviving the Cathedral. He knew that he had to climb higher, higher than the Cathedral and it might cost him his own memories.

He had to save their memories though, he had sworn to them that they would all make it to the top, yet he was the only one to have even reached the Cathedral. He couldn't just sit by and enjoy the happiness he would have with his assistant, knowing full well that there were ponies who had lost what he still had.

"One more night… just one more night DerpY." He whispered to himself as he entered the bathroom and began cleaning himself. "Wait for just one more night Derpy, I promise you that once this is finished we can start anew together. Yes… one more night is all it will take. Once I've saved them all, then we can move on with our lives… together."

=Ditzy Doo's (Derpy's) PoV=

**/watch?v=Tc_EB9lODiA**

Ditzy felt the Doctor stroking her mane and was so relaxed that she just couldn't find it in herself to wake up at that moment. She heard him whisper something to himself but couldn't hear it, moments later he left her and walked out of the room.

Deciding that it was as good a time to get up, she stretched and yawned as she flexed her wings. For some reason she flinched as she stretched her left wing instinctively as though it had been hurt, but no there wasn't anything wrong with it. She wondered why she reacted that way then everything seemed to flood back to the front of her thoughts.

_Last night, Lola the nurse, the knife, her wing being slashed and Lola killing herself with the knife, the tower of blocks and the insane nightmare that the Doctor claimed to have been suffering night after night-_

There was no doubt in her mind that this memory had happened, the dream had happened and she and the Doctor had both had the dream. "Oh Doctor… why didn't you tell me this was happening to you." She whispered as she imagined the Doctor going through that nightmare for seven nights in a row.

She was about to go and ask him about it, but then she remembered what happened in the dream between the two of them. "Did that really happen… or was that just a dream." She asked herself as she recalled everything that had transpired between them.

She remembered how the Doctor had pulled so far ahead of her as they climbed the tower, trying to encourage her to pick up her pace. Yet she remembered the slash she had gotten from Lola and that injury had kept her from keeping up with him. At one point he had helped her climb faster, but all that did was slow him down as well, so after a while she had given up and begged him to leave her behind. Only he had refused, stating that no matter what happened they would share it together one way or another. If she couldn't climb any higher then he wouldn't go any higher either.

_-I'd rather face death knowing you were at my side then face a long life without you to you share it.- _He had told her as she lay on a block gasping for breath, ready to give up and sacrifice herself to give him a chance.

"Did all of that really happen?" She asked as she left the room and turned toward the sound of the Doctor cleaning himself up in the bathroom. "I need to know… I have to know if he really said all those things."

**/watch?v=uKgr0_7NbFU**

=The Doctor's PoV=

Cleaned and refreshed after the night, he walked out of the bathroom and came face to face with Derpy as she was making her way to the bathroom as well.

"Oh Derpy you're awake too." He said cheerfully.

"Yes…" Derpy said hesitantly. "Uhm Doctor… did you have another bad dream last night?"

The Doctor instantly knew that Derpy had remembered everything from the nightmare as well, just by the tone of her voice as she asked about his nightmare. "You had a bad dream as well?" He asked her, to which she nodded in confirmation. "Did it by chance have me in it, with a scary monster in the shape of Lola, and a tower comprising of blocks, with ringing bells and a large door at the top?"

"How did you know… did you have the same dream as me?" She asked him.

"Let's make breakfast first Derpy, I've got a lot to tell you that has happened in the past week." He said as he stroked her cheek gently with one hoof. "And it's about time I officially and completely apologize for a few things. Especially for all the things you and I have been through all week, both because of me and because of my stupidity."

Thirty minutes later the Doctor had explained everything to Derpy over breakfast muffins. He told her of how he first had the nightmares starting the day she asked him out in Ponyville and he had said yes, but as Doctor and Assistant only. That was the first night he suffered a bad dream, and after that he told her of how he first met Lola on the second day when they first arrived in Manehattan. The morning of the third day he had woken up to find Lola fast asleep in his bed next to him, and he swore to her that nothing had happened between them. After that he told her of each night's dreams, describing to her the strange questions that had been asked by the mysterious voice inside the confessional booth each time he completed a level of the tower.

He then told her about the monsters that had arisen each night to stop him from reaching the top, describing each one in as great detail as he could describe them, giving them names that represented the distinctive characteristics of each one. The first one he described as the skeleton assistant, the one that he had first remembered before last night. The second was a mix of body parts mismatched into something that resembled a pony with the voice of Lola. The third one resembled Lola, only she pretended to be infatuated with him while disguised in the garbs of a Nurse.

The fourth one he spoke of was similar to an Alicorn, however it was made of body parts from Derpy and Lola, one being a Pegasus and the other a Unicorn. The fifth was probably the most terrible of them all; a vengeful Derpy as she tried so hard to kill him, even though every time she tried it caused her terrible pain. The sixth was in the image of himself, an evil and sinister version of the Doctor as it told him of his failures and inner most fears. The seventh was their most recent encounter; Lola as she tried to separate them both or ensure that nopony could have him if she couldn't.

He told everything to her about her being involved with the Inquisition, and told her that the book had been the cause of them both being drawn into the dream world. Though he would have been brought in either way, the book merely made it easier for the mysterious voice to bring them both in. He told her that she had pardoned him of his crime, though she couldn't have told him before he now knew what that was, and wished him to continue climbing the tower to receive his freedom and have his wish granted.

He explained how his unwillingness to commit to a relationship to Derpy or convince her to pursue another stallion had caused him to suffer these nightmares for eight nights in a row currently. He only understood all this because they had both escaped last night's dream.

All this time while he explained, Derpy just silently sat there and absorbed every piece of information she could comprehend. For a brief moment he wondered if she would take back her feelings for him after hearing everything he had kept a secret from her.

Still he continued to explain every minor detail that had been hidden from him because of the way the dreams had been hidden from him. He explained that the small feelings and hints that he always had were because key pieces of information had been revealed to him by the mysterious voice. It had the power to control whether or not he would remember anything if it wanted to, yet it allowed the small cracks to appear because it was impressed and amused by how much effort he was putting in to solve a mystery that did not concern his involvement.

Finally after an hour of talking, the Doctor finished his explanation to Derpy and waited for her to speak up.

"I guess not everything is your fault, if you had known everything from your dreams you would have figured this out sooner." She said as she looked up at him at last. "At least you don't have to suffer the nightmares anymore right?"

The Doctor sighed, knowing that this question was probably going to hurt her most. "I doubt that Derpy… you see I have to face the nightmare one more night." He said and immediately had to silence her with a hoof so he could explain. "There were other ponies as you know, and those ponies did not make it through to the Cathedral, and many of them that fell lost their memories of their special someponies. The mysterious voice said that it can restore their memories, but only if I was willing to suffer one final night of the dreams. I can't just forget them all, I was their inspiration and source of encouragement each night, and I need to save them somehow. The only way to do that is to face the nightmare one final time."

"I understand Doctor…" She said sadly. "In that case I'll go with you!"

"No absolutely not!" He said determinedly. "You barely kept up with me last night, and you got lucky with the spring block, the next time I go in…"

He was interrupted by the sound of someone knocking on the front door of the Tardis. Curious the Doctor got up and walked to see who it was, followed by Derpy who was also curious as to who could possibly know the true identity of the Tardis. He opened the door and checked to see who it was.

**/watch?v=wugDsU6g8BA**

"Good morning Doctor." Lola said from behind her nurse's veil.

"You, what do you want?" The Doctor asked cautiously as he prepared himself to slam the door close in front of her.

"Why don't you let me in and I can explain who I am, and why I am here." She said as she looked at him through her dark blue eyes. "I promise you that I am merely here to talk, and have no harmful intentions. In fact I'm here to act as a sort of… guard if you will. Just let me in and talk for a few moments of your time."

The Doctor hesitated but relented and opened the door so Lola could step through. The moment she walked through he knew that something was off about Lola, first her nurses outfit was still on her and covered most of her body. However the portions that were revealed were her cutie mark, the color of her eye color, and her mane color, and they were all clearly different than what he remembered. Her cutie mark was, as Derpy had described, the male and female symbols interlocked together. Her mane was a slightly darker shade of orange, and her eyes weren't violet but dark blue. Yet her coat was still chestnut. She also wore a nurse's veil to conceal the rest of her face with exception to her eyes.

"You again?" Derpy cried as she ran in front of the Doctor. "What do you want this time, come to hurt the Doctor again?"

Lola watched her with slightly amused eyes, but her response was gentle, kind, and very firm. "My dear little Pegasus, I have never harmed this stallion in my life. In fact this is the first time I have ever met him face to face." She said.

"What's wrong with your eyes also? That wasn't the color I remember them being, and your mane is a different color as well!" Derpy asked again, not paying attention to Lola's response.

"Well that's obvious, because you two are together and watching me that my appearance is slightly different than what you remember little Pegasus.

"You had something you wanted to talk to me about?" The Doctor interrupted, though he made sure to stand as close to Derpy as he could.

"Yes I did, sorry I got off track." Lola said as she turned to the Doctor. "First of all let me congratulate you both for surviving last night. Yes I know all about the nightmare you both suffered, and I know that you both succeeded in escaping it." She said at the look of their astonished faces.

"If you know about the nightmares then you must have some kind of connection to them." He said.

"You could say that, but in any case I am not here to offer my congratulations." Lola said as she looked around the Tardis. She seemed to be preparing herself for something to happen.

"So what are you here for?" Derpy said.

"I am here to ask if you would like to take the pills now, or would you rather keep your memories of the nightmares, as well as something else should you decide not to take the pills." She said as she pulled a vial of pills from one of the pockets in her nurse's coat. The pills looked like the same sleeping pills he had been taking for portions of the week, but they looked slightly bigger.

"What pills…? I'm not taking any pills." He said, eyeing the vial with something like apprehension.

"These pills are what I give to patients of those suffering the nightmares who have succeeded in figuring out the meaning behind their trials." She said as she held the vial out to him, but otherwise not making any attempt to move toward him. "These pills remove all memories of the nightmares themselves, leaving in their place vague ideas of scary dreams. In other words you forget the dreams ever happened but retain all feelings, emotions, and certain realizations that you have experienced over the course of the nightmares. That is all they do, nothing more."

"Why are you offering me these pills?"

"To spare you the trouble of having to deal with…"

"SISTER?!" A voice shouted out from behind the Doctor and Ditzy.

**/watch?v=bUwkjIXaHEI**

They all turned to see… another Nurse Lola. She was exactly the way the Doctor remembered her looking, ginger mane, clock cutie mark, violet eyes with a chestnut coat. She was also wearing a nurse's outfit like the other Lola, but had no veil to conceal her face.

"What are you doing here sister?" The second Lola shouted angrily.

"As I was saying… to spare you the trouble of having to deal with my sister's anger problem." The first Lola said. "If you don't remember the nightmares then you also lose your memories of her and me. That means she can't annoy you like she is doing now."

"Sisters…" Derpy whispered as she looked between the two Lola's.

"They are sisters with the exact same name and outward appearance, now it makes sense." The Doctor whispered to Derpy. "That's why they look so different to both of us, and how they were in two different places at the same exact time when we were talking to them at those times. There were two of them, so my sonic screwdriver was picking up one of them while the other vanished or removed evidence and traces of them being there."

The second Lola however wasn't going to be ignored. "What are you doing here sister; I thought you didn't deal with any of my patients."

"I could ask you the same question sister." The first Lola said. "If I recall he respectfully told you to leave him alone, and has already made his choice as to whom his heart belongs to. Why are you bothering these ponies when you know it isn't going to get you anywhere?"

"I can't just let this… this pathetic Pegasus take him for her own." She said pointing at Derpy. "You have no idea of what he is, she isn't worthy of such a stallion."

"That's right I don't know what he is, but I know WHO he is." The first Lola replied, and for the first time she looked at the Doctor with the utmost respect. "He is a stallion who has declared his feelings or a special Pegasus pony, and has devoted his entire being to her. That same Pegasus has declared her feelings for him, and has devoted herself to his entire being as well. These two have chosen to give their hearts to each other, and refuse to let anyone sway them otherwise."

"Oh I will most definitely find a way to sway them sister." The second Lola hissed angrily. "I can't just let him be wasted on this sad excuse for a mare. I can be anything he wants, what can she possibly do that I can't?"

"You know very well you haven't the power to persuade his heart, and you haven't the power or the right to override my decision sister." The first Lola said, walking forward to stand between the second Lola and the Doctor and Derpy. "I am going to give them the pills that will allow them to forget the nightmares, once they do you and I will cease to exist in their eyes and minds. We have a job to do, and we will not overstep our boundaries, am I making myself clear?"

"Don't even dare talk to me that way sister, just because you happen to be the boss's favorite doesn't mean you can order me around like little child!"

"Because I'm the boss's partner means I decide whether or not a stallion can be permitted to remember everything or not."

"Who is this boss you're talking about?" The Doctor asked curiously. "Does this boss have anything to do with that mysterious voice in the nightmares?"

"You can say that." The first Lola said, but now there was a hint of annoyance in her tone. "Why does that concern you, you have what you wanted, you and your assistant are together at last. Why does it matter that the boss I'm talking about may be the voice you heard in the dreams."

"I'm saying that because I want to go back into the dreams and face his trial one last time!" The Doctor said. "He said that if I came back into the nightmare one more time after the Cathedral and succeeded in climbing to the top, he would restore the memories of all the ponies that have fallen and failed to discover the reason why they were suffering the nightmares."

Both Lola's watched him with surprised expressions but the second Lola immediately grinned at his statement. The first Lola spoke up at this. "I see, so that explains why the boss was so fascinated with you." She said. "However I'm afraid I can't provide the means to go back into the nightmare, the pills I have only remove the memories of the nightmares, they can't send you back into them. The only way you can go back into the nightmare is if you take the sleeping pills that…"

"That I happen to have." The second Lola interrupted and pulled out a second vial of sleeping pills. They were the same ones she had been giving him to help him get to sleep. "Yes, these sleeping pills I have been giving you and every other stallion help you get into the dreams faster. However I'm not going to simply give you them…"

"Why not?" He asked furiously.

"Because if she gives you them and you fall… you'll forget who and what she is." The first Lola said. "That's why she doesn't want to give you them."

"How about a bet then?" The Doctor asked.

"What kind of bet…" The second Lola asked curiously.

"I bet… that if I take the pills and enter the nightmare, I can get to the top even if it's you making the tower!" He declared. "I bet that I can reach the final door, and if I win your boss agrees to restore the memories of all the ponies that have had their memories removed because of these nightmares!"

The second Lola watched him with eager eyes and was silent for a moment. "Fine… but if you fall… and I mean if you fail to climb the tower all the way to the top. Then not only do you lose your memories of your little assistant here… those memories of her will be replaced with me. Your feelings for her will instead be directed at me!" She said with a vicious smile.

"In fact not only must you reach the top, you and your assistant must go INTO the nightmare together! If either of you fall in the climb, then you BOTH lose your memories of each other and you Doctor… will love ME instead of her!"

The Doctor immediately regretted declaring his bet; he didn't want to risk Derpy being in the dream with him if he could avoid it. Not because she might slow him down but because she wasn't as experienced as he was, if she took one wrong step she could end up killing herself.

"Can the Doctor and I talk about this before he makes a decision?" Derpy said suddenly.

They all turned to Derpy and before he could respond Lola spoke up. "Very well I'll give you five minutes, BUT ONLY five minutes."

Derpy nodded and pulled the Doctor into the kitchen so they could talk in private. "We have to say yes, it's the only way." She said to him once they were out of hearing range.

"Derpy what are you thinking, we can't agree to her terms." He said. "There is no way I'm going to risk losing you Derpy; I just can't take that risk."

"You heard what she said Doctor, there's no other way we can get into the dream without those pills." Derpy said stubbornly. "She won't give us the pills any other way, we don't have a choice."

"But Derpy… if either of us…" He said unwilling to finish his sentence.

"It's okay Doctor… I'm willing to accept that risk if your there by my side." She said, putting a hoof to his cheek. "The two of us make a great team… I think we can handle a little dream after all we've been through, don't you think?"

He nodded at last, knowing that she was speaking the truth. So they left the kitchen and walked back to the Lola's who were watching them patiently. Holding each other's hooves and prepared for what was to come, they looked at each other one final time before the Doctor cleared his voice and made his final statement.

"We accept the bet, give us the pills and we'll see you tonight in the dream."

The second Lola grinned happily as she handed the Doctor the vial containing the sleeping pills. "I can't wait to make you fall Doctor… the moment you do I will take her place as your beloved assistant. Oh I can already picture our wedding day." She said happily as she turned and walked out the door. "Don't be late, darling…"

The door closed and the first Lola shook her head in disgust as she watched her sister prance out the door. "You know she isn't going to play fair Doctor." She said as she watched her sister leave. "Since she's going to be the one making the towers now, I can't control anything she does, and I can't protect either of you from her. I hope those ponies you're risking your happiness for are worth it."

"They are Lola; I can't be happy knowing hundreds of other ponies lost their happiness." He said. "Before you go may I ask you a question concerning your cutie mark, and why you are wearing such a concealing outfit?"

Lola nodded and pointed at her cutie mark. "My sister and I are both what you call Succubae. We normally seduce men through their dreams and steal their life force by being their ideal woman; however my sister and I are unique among them. I have a special gift that allows me to appear as the ideal male or female member of a species, depending on who look upon me. That is why when you both look upon me my features are slightly different than what you remember. I also wear this veil and outfit because they hide the features that would identify me as male or female. Only my voice, which is naturally my female voice, remains the same to you both."

"And your sister, what does her clock represent?" Derpy asked curiously.

"When she seduces a man she can alter their perception of time, so it moves either slowly or quickly depending on her choice. That's how she can learn everything about an individual; she can make them talk for an entire night or for half an hour without them realizing it." Lola said as she stepped toward the door and opened it. "Well Doctor… I guess I wish you and your assistant the best of luck tonight. You both will need it for the trial to come; I'll speak to the boss and request that you both be given special treatment, if nothing else to keep her from cheating you out of a fair victory."

With that Lola left the Tardis, leaving Derpy and the Doctor to prepare for one final nightmare since the Doctor started suffering them eight days ago.

=Ditzy Doo (Derpy), 8:51 Pm=

**/watch?v=ASS5GSB8LIc**

Ditzy Doo felt nervous as she walked into the Tardis to prepare for bed. She and the Doctor had just spent the entire day enjoying their last day together before they would have to climb the tower of the dream world one last time. If she didn't realize that he was trying to make it memorable and happy for both of them, she would have thought they were going out on a date. However every time they laughed, joked, and talked about pointless things, there was a brief moment when the Doctor would forget to smile.

Those times she knew that he was remembering what was coming later, and Ditzy silently begged to both Celestia and Luna that the sun would never set, and that the moon would never rise that night so that the day would never end. She wished and wished with all her heart that Celestia was perhaps sick and would be unable to lower the sun that day, and that Luna would neglect her duties and raise the moon. However she saw the sun begin to set and knew that the time to face the dream was coming.

So now, with the moon rising and the stars coming out to watch over the ponies of the night, she and the Doctor walked back to the Tardis and prepared for bed. Before they went to bed she had poured two glasses of water for the both of them. The Doctor took out the vial containing the sleeping pills and poured out four pills, two for each of them. They each took two pills and once glass of water and waited… waited for one of them to make the first move and swallow the pills.

"We could just… not take them…" The Doctor said halfheartedly, but she knew full well that he was going to swallow those pills either way.

"On three Doctor." She said as she took the pills to her mouth as well as the glass.

"One…" He said mimicking her action.

"Two…" She said and drew them closer.

They looked into each other's and both silently said it at the same time. "…Three…"

They swallowed the pills and gulped them down with water. Immediately they started feeling tired, but both were not ready to fall asleep yet. "Derpy… I want you to know…" He started saying, but Ditzy interrupted him.

"I know Doctor…" She said. "I know… I feel the same way."

Their eyelids both started getting heavier, and Ditzy felt the need to sing him her lullaby one last time.

**/watch?v=HCLCtdKt9PQ**

"Stars and moons… and air balloons…" She started.

"Fluffy clouds to the horizon…"He continued and started to lie down in bed.

"I'll wrap you in rainbows… and rock you to sleep again…" She continued as she joined him in bed, pulling the covers over them both.

"Teddy bears of pink…ducks and lambs of white…" He sang, laying his head next to hers.

"Don't you cry dear I'm here now… I'll be your night light." She sang, repeating the gesture with her wings and extending one so it lay across him.

They continued to sing her lullaby together, getting sleepier and sleepier with each passing minute.

"Smiles to cure the frowns… twirling and tumbling in laughter…" The Doctor continued, nuzzling her mane as he felt her heart beat.

"Someday life will be… happily ever after…"

"Nevermore will the storms come… to destroy your little world…"

"Nevermore will the waters rise… till the mountains no longer touch the sky…"

They felt themselves giving into the lullaby and the pills effects…but whispered the final lyrics to her lullaby together… wishing to savor the moment for as long as they could.

"I'll wrap you… in rainbows… and rock you… to sleep… again."

They finished singing and leaned closer to give each other their first kiss… but never finished because at that moment they fell asleep.

=============The Final Nightmare=========

_Rise and shine little lambs, you've come this far so we might as well get started._

The Doctor woke up with a start and found that he was in the same darkened room of the nightmares. However he wasn't shocked to see it, but the fact that he was there meant one thing, the trial had begun. He looked around and found Derpy waking up as well, looking around in confusion and fear at the sound of the mysterious voice talking to them.

"Doctor, where is that voice coming from?" She asked nervously, moving closer to him for safety and assurance.

"From everywhere Derpy… everywhere and nowhere at the same time." He said as he looked at the door, and noticed the gold and red light coming from it. "Where are we tonight mysterious voice?"

_You know the routine little lamb, step through the door and I'll tell you_

"Alright… come on Derpy and stay close to me." He said, leading the way to the door. Derpy held the Doctor's hoof tightly as he opened the door and they were both blinded by the light. He felt himself being pulled through the doorway with Derpy at his side.

_Welcome to Heaven little lambs, this is where your wish will be granted… if you can survive that is, hahahahahahahaha_

**/watch?v=1Hl25oNGKI8**

The Doctor felt himself landing on the tower and his eyes began to adjust to his surroundings. He gasped at what he saw. The room they were in was like an enormous ballroom, large chandeliers hanging from alcoves in the walls and lit candles burning inside of them. The tower itself seemed to shimmer in golden light. There were new blocks this time, covered in curtains and hidden from sight.

"Doctor… what is this place." Derpy whispered in an awestruck voice.

**-Welcome Doctor Whooves and Ditzy Doo, to my challeng**e.-Came the voice of Nurse Lola from high above. **–This time you're going to climb my own tower… I hope you know what that means.-**

"There's your answer Derpy." He said quietly to his assistant, but turned to look above them, knowing that Lola was somewhere above them and could hear him. "Hey Lola, you know why we're here right?"

**-Of Course, but I won't be going easy on you like the boss has been.- **Lola said smugly as the tower started shaking and the Doctor and Derpy began climbing the tower. **–This time you're playing by my rules… and I have a few surprises for you.-**

The Doctor climbed onto one of the mysterious block and immediately the curtains flew away, revealing a normal block beneath them. Somehow he knew that the surprises she was talking about referred to these hidden blocks. "Derpy be careful when stepping on the covered blocks, let me step on them first. I can react faster than you!"

"Got it Doctor." She said as she pulled a block out for him to climb onto.

**-Remember Doctor I want you for myself… so I have to make sure you fall tonight. Now my darling… let's see the skills you have learned so far. Show me the moves that have gotten you through the past eight nights.- **She taunted as Derpy accidently stepped on a mysterious block, revealing yet another normal block.

Together the Doctor and Derpy climbed the tower, working together to make staircases thanks to his instructions. With his help she quickly caught on as to what the different blocks could do, though she still made a few mistakes when it came to remembering what blocks were what.

Their first major stumbling block came from when the Doctor triggered a mysterious block, revealing a bomb block beneath it. He got out of the way but Derpy went the wrong direction and the block exploded, causing all the blocks to crack and collapse.

"Derpy keep climbing up to the next level, I'll meet you up there!" He called to her.

"Alright Doctor!" She called back and started to make her own staircase.

She was slow on her own, and every time the tower shook and more layers fell away from below he felt fear gnaw at him. If she didn't pick up her pace soon they would be in real trouble.

**-I told you Doctor you should have picked me over that klutz you call an assistant.- **Lola called down as she accidently fell down a layer because she climbed onto a trap block and jumped off in surprise. **–I never would have slowed you down like this.-**

After five minutes of giving instructions and mistakes on Derpy's part, they were finally reunited and began climbing again. "How did you do this night after night?" She asked him as he pulled a spring block and positioned it so they could climb up five layers. "I can barely keep up with you!"

"Experience Derpy, I have a lot of experience running from things." He said as he climbed onto the spring block and was propelled upwards.

They continued climbing the tower for another twenty minutes, before they finally heard the sound of the bells ringing above them. They looked up and saw the glimmer of light, telling them their goal was near.

Finally after another five minutes of climbing they reached the pulley that would bring them to the landing. The Doctor pulled it and summoned the carpet blocks, and with Derpy following behind him they climbed upwards. The sound of clapping rang out as the Doctor and Derpy climbed up, indicating that the mysterious voice had been watching them.

_I'm impressed by how far you have gone, come on up here so we can talk some more_

**/watch?v=fGdv7Hq1qe4**

They climbed onto the landing and the Doctor noticed an immediate difference between the look of the confessional tonight compared to the other nights. The booth itself was grand, as if it had come straight from the Vatican of Rome back on Earth. The benches were cleaned, shined and ready to serve as benches for the masses. There were hundreds of candles lining the pathways, burning with a majestic glow that cast everything in their golden light. The booth however was different tonight; it had been modified with two open doors on either side of the booth that the mysterious voice was in. Over both open curtains was the insignia for male on one booth, and female for the other booth.

**-Not bad Doctor, but then again that was only the first level.- **Came the sound of Lola from above. **–I don't want to force you to fall just yet; I want to enjoy my victory you see. When the two of us leave this nightmare, I want to enjoy the knowledge that you and I will be spending our lives together.-**

"Not if we have anything to say about it, right Derpy?" He asked.

"Got that right." She said as she looked at the confessional booth in confusion. "I'm guessing we go in there?"

"Yes and it looks like we each get our own booth." He said. "Okay you take the female booth and I'll get the male one. It looks like we have to answer more questions before this night is over."

"This is how you answered his questions?" She asked as she walked over to the female booth.

They entered the booths and now the Doctor was alone with the mysterious voice. He closed the curtain and sat down to begin the session of the night.

_Welcome little lamb, welcome to Heaven, this is the highest level that any can ever reach, it's even higher than the Cathedral_

"So what questions are you asking me tonight, and why does Derpy have to answer them as well?" The Doctor asked

_I'm going to ask you questions to see just how committed you are to your relationship with your assistant, and how far you are willing to go to stay with her… and the same goes for her. Now here is the first question. Are you prepared to sacrifice anything to stay with your lover?_

"Yes I am prepared; I would sacrifice anything to stay with Derpy."

_I see… very well, but just because you have the chance to keep her doesn't mean you will, after all you're fighting HER after all_

"You know this Lola, and you both know each other, but I don't know anything about you whoever you are." The Doctor said. "Tell me who you are mysterious voice; give me a name to call you by!"

_Very well, I shall tell you my name. I am known as Astaroth… and I have watched many lambs climb and fall this tower for many eons._

"Astaroth… you mean the crown prince of hell and prince of inquisitors and accusers?" The Doctor asked suddenly.

_Indeed I am, I'm so glad that you recognized who I am, but that's all I'm going to say for now… you've got some more climbing to do with your assistant after all_

**-Indeed, and you need to climb to me darling. After all your assistant won't fall off on her own will she?-**

_Well I'll see you at the next level, good luck little lamb…_

The booth shook and the Doctor felt himself being flung out moments later with Derpy at his side, the room had not changed and the tower was the same as before, full of mysterious blocks and every other kind of block.

**/watch?v=1Hl25oNGKI8**

"Is this how you dealt with all the questions Doctor?" Derpy asked as she shakily stood up and followed him to the next layer of blocks. "That guy was so strange, the way he asked me that question."

"What did he ask you?" The Doctor said as he began climbing the blocks, being careful when triggering the mysterious blocks.

**-None of that now you two.- **Came Lola's voice from above, drowning Derpy's response. **–No breaking my rules now, if you dare answer or give away any of the question's the boss has asked you this tower will shake faster and faster. AND SPEAKING of Towers shaking, here's a penalty for talking about the questions while on my tower!-**

The tower shook violently and five layers of blocks fell away below them, leaving only two layers between the two of them and the abyss below. "Now that isn't fair!" The Doctor complained as he and Derpy picked up the pace and climbed faster.

"I don't think she cares about fairness Doctor!" Derpy screamed as the tower shook again and another layer fell away.

**-Your assistant hit the mark on that Doctor, she's not as stupid as she is clumsy it seems.- **Lola said while laughing at them. **–One way or another Doctor, you and I will be side by side in bed tomorrow morning. Who knows… maybe we'll do something more that morning.-**

"You haven't won yet Lola!" He cried as he and Derpy used a spring block to gain precious space between them and the falling layers of blocks. "The night is still young, and the fat lady hasn't sung yet!"

**-Oh the night has only just begun Doctor… and I plan on spending the morning with you in bed… so don't keep me waiting big boy.-**

"If I ever get my hooves on her I'm going to give her a piece of my mind!" Derpy shouted as she nearly avoided a trap block that had appeared when she stepped on a mystery block.

**-Oh I'm so afraid of a Pegasus pony that can't take three steps without getting lost.- **Lola shot back in a mocking tone. **–How a sad excuse for a mare like you became assistant to the most amazing creature in the galaxy astounds me. Fortunate for you though tonight will change that, and I will be the focus of both his love and attention, instead of you!-**

"We'll see about that Lola, as far as I can see we are still climbing, so you haven't won yet!" The Doctor called back.

**-We will indeed beloved, we will indeed. - **Lola cooed back at him.

Derpy and The Doctor climbed higher and higher, using every method he had learned to save time and keep the distance between them and the falling blocks as large as possible. Thanks to his instructions they worked together to make the climb a lot faster and a lot easier. However half an hour later, from what he guessed without a watch to keep time, a new block appeared that both disgusted him and confused Derpy.

"What is that thing?" Derpy asked, clearly grossed out by the new block.

The block in question looked like a normal block, but it had a mouth on the front of it, complete with yellow teeth and a red tongue. It smiled at them with the tongue hanging out and a yellow toothy grin. When the Doctor tried to climb onto it from the front it pushed him off with its tongue and a laugh.

"A very rude block, that's what." He said as he looked around for an alternate path upwards.

They ignored it and continued climbing upwards, but eventually they came across more blocks and the Doctor realized that they were not to be completely ignored. He also learned of a way to get rid of them as well thanks to Derpy. One of them moved on its own, and prevented them from climbing upwards, causing Derpy to jump back in surprise.

However when she jumped back she fell rump first onto another of strange mouth blocks. The block bit down onto its tongue and stopped grinning and moving.

"Derpy you were clearly born into the wrong species of pony, because you are a magically inclined when you have no idea what is happening." The Doctor said as he climbed onto another of the disgusting blocks and made it bite its tongue to stop it from moving.

"Thanks Doctor." She said as her eyes started spinning around in different directions.

They continued to climb the tower, and thanks to their new method for dealing with the mouth blocks they were able to make quick progress up the tower. Soon enough though, the sound of the bells ringing above them and the light of the lever shined, telling them that victory was within their grasp.

"We're almost there Derpy!" He called out excitedly.

"Good I need a breather." Derpy whined as she struggled to keep up with him.

Several minutes later the Doctor pulled the lever and summoned the carpet blocks to the landing, and they both began to climb upwards. Astaroth's voice rang out along with the sound of clapping as they climbed up to the landing.

_You're speed and companionship is admirable, hurry up and climb faster you two, I can't wait to see you two here_

**/watch?v=fGdv7Hq1qe4**

They climbed onto the landing and the Doctor led Derpy onto one of the benches so she could catch her breath. He looked up at the confessional and knew that Astaroth was eagerly awaiting them to step into the respected booths so they could begin the next session. While he admired Derpy's resolve and determination to continue climbing with him, he didn't want her to tire herself just for the sake of keeping him company.

**-Aw what's the matter Doctor, tired after such a little climbing?- **Lola called down to him as Derpy's breath slowly steadied thanks to the rest she was being given. **–I told you she's only slowing you down, you used to climb these towers much faster without her. Why don't you just leave her to her fate and take me as your assistant and lover instead? I promise to give you everything and anything your heart could ever desire.-**

"Keep talking Lola, this night hasn't ended yet, and we're on the second landing now." The Doctor called back, looking upwards toward the sound of her voice. "Are you getting slightly scared that we've made it this far? Is that why you're trying to get me to abandon my marefriend?"

**-As if Doctor… I just want you to see the pointlessness of sticking with this sad excuse for an assistant.- **She retorted, though she wasn't sounding as cocky as before. **–Just admit that we will be together after tonight, and I'll save you the torture of having to watch you assistant suffer a terrible fall. I promise to be nice and even let you have a free pass out of this dream, then we can be together like we should be.-**

"For someone who really wants to win my heart, you're doing everything in your power to make me want to resist you." He called out as he held Derpy's hoof tightly. "I swear the first thing I'm going to do when we get out of this Derpy, is publicly declare you my marefriend to every pony in Ponyville."

"Really… you'll do that?" She asked, blushing at his bold statement.

"Yes Derpy, I don't see any reason why I shouldn't say so." He said with a confident smile. "So how are you feeling now?"

Derpy smiled and nuzzled his cheek gently before answering. "I feel like I could take on the whole Dalek fleet with you by my side!"

"That's my assistant." He said as he got up and started walking to the confessional with Derpy.

They separated and went to their respected booths and the Doctor sat down, closing the curtain behind him and waiting to begin the next session.

_I see you made it through again, I'm excited to see if you'll make it to the end_

"Yea well before you start asking me any more questions I have two bones to pick with you." He said. "First I want to make sure you'll hold up your end of our bargain, if I make it to the top of this Heaven tower, will you restore the memories of all the ponies who have failed your test, as well as their loved ones?"

_Upon my word I shall keep my promise to you, if you can make it to the top I shall do as you have asked me to do_

**-But you don't need to worry about that my lovely Doctor, because you'll soon fall and we shall be spending our lives together in eternal happiness.- **Lola cooed at him from outside.

"Will you shut her up for once; I'd like to talk without her having to hear what I'm saying!" He complained bitterly.

_Done, she can't hear us for now… so what was your second thing that you wanted_

"Err… thank you." The Doctor said awkwardly. "The second was a request, once Derpy and I get past this stage, I'd like to finish climbing the rest of the tower by myself. Can you please give Derpy a free pass to the next landing for me? I don't want to risk her getting harmed because Lola despises her for being my marefriend."

_I could grant her a straight path to the landing after your next climb yes, you do know of course, that if you should fall while she is at the next landing waiting for you, she will be trapped here forever, neither permitted to leave or allowed to die… are you sure this is what you want_

"Yes… I'm confident that I can keep going, knowing that she is safe and sound away from that Lola." He said. "As long as she is there waiting for me I can climb all the higher much faster to each landing."

_Very well I shall do that for you as well, but you better be fast… because I don't enjoy slow pokes little lamb. Now that we have settled those issues, on to my second question. Do you wish for a peaceful life with the one you love?_

"Yes I do, I've gone on enough adventures during each of my regenerations to tell exciting stories for another thousand years." He said instantly.

_I see, very well then off you go, the next landing awaits_

**/watch?v=1Hl25oNGKI8**

The booth shook and moments later he was flung forward onto the next tower, right next to his assistant who had also been flung with him. They got up and the Doctor noticed that the scenery of the room around them had changed. They were no longer inside of a church, but he couldn't make out what they were in because there was a swirling mass of grey clouds. Though he could faintly make out the appearance of what looked like four columns.

**-You sure are taking your time answering those questions aren't you two.- **Lola called out as they began climbing the tower again. **–Don't tell me you two are stalling and trying to avoid coming back onto the tower's again.-**

"You wish you overenthusiastic mare!" Derpy said as she climbed up after the Doctor.

"You tell her Derpy, we aren't afraid of whatever she tries to pull on us!" He called back as he triggered a trap block and Derpy grabbed it and began creating a staircase with it.

**-So you say, but I think I've had enough of my fun for tonight Doctor.- **She said. –**I think it's time I deal with you two personally, but let's see if you can get past this tower.-**

_-Something tells me that she isn't joking about that.- _The Doctor thought to himself as he climbed onto another layer.

**-Oh and did I mention that I have one last surprise for you this night?- **Lola called out in a sweet voice. **–You should be coming up on it… very soon hahahahaha.-**

"Why do I not like the sound of that Doctor?" Derpy called out as she started climbing onto a mysterious block and it was revealed to be a spring block, sending her flying to nowhere she could climb onto.

They continued to climb and several minutes later the Doctor found Lola's special surprise. It was a new block, hollow looking on the inside but there was clearly a portal of some kind on the top. Unsure of what it did, the Doctor pushed one of the heavy hard to move blocks onto the portal block. Instantly the dark block was sucked into the portal and vanished.

"Okay, so definitely do not want to stand on that block!" He commented as he and Derpy circumvented it and climbed on upwards.

They continued climbing for another ten minutes and the Doctor heard the sound of bells ringing above them. He knew they were close and told Derpy they were going to make it. However just a few layers before they reached the lever, she slowed him down as she called him to look at something.

"Doctor what is this thing?" She asked as she picked up what looked like a golden bell.

"I don't know." He said as he examined it briefly before climbing again. "Hold on to it for now, it may come in handy later on."

"Got it!" She said and held it in her mouth as they continued to climb up the lever.

Once he reached it he pulled the lever and summoned the carpet blocks to the landing above. Instantly the unmistakable voice of Astaroth began laughing and clapping as they made their way up.

_You two are a perfect team; you're even faster together now then you were before_

**/watch?v=fGdv7Hq1qe4**

They climbed onto the landing and went over to the nearest bench to sit down and rest before continuing to the confessional. Derpy gasped slightly for breath and still held onto the bell as the two of them sat on the bench before the confessional.

**-You two have had long enough to say you're goodbyes.- **Came Lola's extremely annoyed voice. **–I hope you both have looked at each other long enough, because it's time to end this night. I have already planned the future that my future lover and I will have, and I mean to see it happen. So I'm afraid that now you will have to fall from my tower.-**

"You are not taking the Doctor, do you hear me!" Derpy shouted in between breaths. "He is not, yours to claim as if he were some muffin. He has feelings and thoughts of his own, you can't just make somepony fall in love with you!"

**-How flattering, being talked down to by a silly little filly.- **Lola called back in an amused tone. **–Except that you are talking UP to me, while I am the one talking DOWN to you. I think you overestimate yourself little Pegasus.-**

"Oh yea, well when the Doctor and I beat you next level we'll see whose overestimating who!" Derpy called out defiantly.

"Derpy, there won't be a 'we' next level." He said suddenly, bracing himself for Derpy's reaction.

She looked at him in confusion at these words. "What are you saying Doctor?" She asked.

"I'm saying… that you're going to have to wait for me at the next landing by yourself alright?" He said to her sullenly. "Astaroth agreed to let you have a free pass to the remaining landings, in exchange for me continuing on alone."

"But Doctor, I can help you. You don't have to do this alone!" She begged, now starting to cry slightly. "You've done this nightmare long enough alone; let me help you this night!"

"No Derpy listen to me, I can't bear the thought of you being hurt in this nightmare." He said, taking her hoof and holding it tightly. "Listen Derpy, the fact that you are safe and sound and waiting for me at the next landing helps inspire me more then you realize. Please do this for me Derpy, wait for me at the next landing. I promise you I won't abandon or fall off if you are there waiting for me, alright?"

Derpy looked like she was about to cry but nodded and started nuzzling his cheek. "Alright you stupid Doctor, I'll be waiting for you at the next landing. So don't you dare keep me waiting, or I swear I'll stuff your breakfast muffins with live crickets in the morning!"

"Thank you Derpy… thank you for everything you have done for me." He said, nuzzling her cheek in return. "I swear I will be there faster than Pinkie Pie at Italy's Carnivale festival."

They enjoyed the tender moment for a few more minutes before walking up to the Confessional and entering the booths. He closed the curtain and sat down to begin yet another session with Astaroth.

_It's exciting watching you climb this tower little lamb, so is there anything you want to ask before I give you your next question_

"Only going to ask if you will sincerely keep your promises to me, restoring the memories of all those ponies and letting Derpy wait for me at each of the remaining landings." He said.

_I promise to do both of those, but remember the first one depends on whether or not you succeed in reaching the top of Heaven, am I clear_

"Good, then let's get this next question over with."

_As you wish, here is the third question. Do you wish for a life full of excitement with the one you love?_

"No I don't want to have any more adventures, now that I've discovered that I can be happy without seeing the entire universe and all it has to offer. A quiet and peaceful life in Equestria seems like true paradise to me." He said, already imagining returning to Derpy's home and enjoying a nice cup of tea with her by the fire.

_Very well little lamb I have heard your answer, and I wish you luck for the next level, I would take great care now… I doubt SHE will be too pleased to see you hehehehehe_

The Doctor knew what was coming but didn't care. Derpy was safe; as long as she was safely out of Lola's reach then he could easily take whatever she dished at him. The booth shook and the curtains pulled open to let him walk out this time. He stepped out and saw that the scenery had changed again, now there was no grey cloudy fog in the distance, instead there was a golden light as the four columns stood tall and proud. He looked around wondering where Lola was, knowing she was nearby.

**/watch?v=yEEKoMnkIQY**

**-What's this, no assistant dear Doctor?- **Lola called out in her usual sweet voice, but there was also a hint of surprise and amusement in it.

He turned to see her rising down to his level in what looked like a red chair, held up by a director's crane. The armrests of the chair looked like the symbols for male and female. In one hoof she had a judge's gavel and the other a large syringe needle filled with some kind of green liquid. Next to her were spare tanks of the liquid. She was looking at him with something close to affection, yet she was still smiling sinisterly at him.

"You could say that I don't need my assistant to beat a twisted messed up succubus." He called out defiantly.

**-Doctor you hurt me, and here I was going to let you slide this time.-** She said mockingly, taking the syringe and pointing it at him. **–Well those plans are definitely being thrown out the window, tonight you are going to get quite an extensive physical Doctor. You see while I was busy making this tower, I stumbled upon this lovely little gavel that belonged to Astaroth's last employee, a being from the human world called Dumuzid. I think you'll find it quite interesting in what it can do!-**

"It doesn't matter what you found in the last few hours Lola, you are not stopping me from making it to the top!" He called out to her. "You see you made a mistake when you accepted a challenge from me! I swore to Derpy that I would be there at the next landing, and nothing in this universe OR any universe, is going to stop me from keeping that promise. I am the Doctor, and the DOCTOR IS IN!"

The tower started shaking and Lola laughed enthusiastically as she watched him begin climbing the tower. **–Oh Doctor I love it when you get so confident, it makes me wet just thinking about you talk that way to me!-** She giggled as she pulled the syringe and pointed it at him. **–But business before pleasure I guess, and speaking of business, let me introduce you to my little baby here!-**

She pushed the button on the syringe and sprayed the green liquid all over the blocks that the Doctor had just got off of. The blocks immediately melted and the entire section that had been connected via those blocks just fell away into the abyss below.

"Well that is going to be tricky to get past." The Doctor told himself as he used a spring block to avoid her second spraying.

**-I seem to be out of my spray for the moment, oh well there's plenty more where that came from.- **She said as she put the needle into a tank and began waiting for it to refill. **–In the meantime, let me show you what this little number can do.-**

She pulled out the gavel and gave the female armrest a smack, and a number of normal blocks changed from normal to ice. "I've got to get me one of those!" He called out as he continued climbing, now fully aware of what she was capable of doing to the tower.

**-Oh Doctor just surrender and we can spend our happy lives together!- **She called out as she pulled the syringe needle out of the tank and gave a section of the tower a spraying, causing the blocks to melt and everything below them to fall away. **–I'm only doing this because I love you and want what's best for you!-**

"You have a funny way of showing it Lola!" The Doctor called out as he used another spring block to climb higher.

**-Maybe I need to get a bit more PHYSICAL!- **She yelled, and moved her chair closer to the tower so she could slam it with both of her rear hooves, causing the entire tower to shake and making him lose his footing.

"Do you really need to that?" He yelled in fear as she had come so close to actually hitting him with her last attack. He climbed faster now, as she used the syringe again to make a section of the tower fall away.

**-When you love someone you do anything to get them.- **She called out in a sweet voice as she took the gavel and smacked the male armrest this time, causing a couple of the normal blocks to become trap blocks.

He continued to climb the tower for another ten minutes, using everything he had ever learned from the sheep at the landings from the nights before to keep himself ahead of Lola's attacks. Her way of attacking him and the tower he was on was nothing like any of the other nightmare monsters methods. She used the syringe needle to break sections of the tower off, while the gavel she used to disrupt his methods of climbing.

Whenever she used the gavel the blocks created looked completely random to him, but he noticed that she had no control over what blocks the gavel controlled apparently. He also noticed that when the gavel changed the blocks she could inadvertently make them work to his advantage. This happened with the seventh swing of the gavel.

**-Let's try this again…- **She cooed as she took the gavel and smacked the female armrest.

Several random blocks changed from normal to spring blocks, and they just all happened to be positioned so that he could use them to climb each other up to twenty layers. "Thanks Lola!" He laughed as he jumped onto the first spring block and grabbed onto the second one in the line.

**-No no no no you stupid gavel, don't help him!- **She screamed angrily as she swung the gavel in the air. **–No wonder Dumuzid threw this away, it's utterly useless!-**

He made such enormous progress thanks to that little mistake that in a matter of minutes the sound of the bells ringing above told him he had neared his goal. He immediately put on his game face and climbed even faster, using every last trick in his arsenal to reach the top. Minutes later he pulled the lever and summoned the blocks to the next landing. "Read em an weep Lola!" The Doctor called out happily as he began his climb.

**-No, impossible, this can't be happening.- **She called out angrily as she watched him climb up to the landing above. **–Curse you Doctor, how can you continue to elude me!-**

_Because he's just so fascinating to watch, and he makes you want bet on him…_

Astaroth said as he applauded the Doctor's actions.

**/watch?v=fGdv7Hq1qe4**

The Doctor climbed up onto the landing and looked around for Derpy. Sure enough, there she was sitting on the benches waiting for him to appear. The moment he climbed up onto the landing, she squealed and ran toward him, almost tackling him off the landing in her eagerness to be reunited with him.

"You made it, he told me you would make it, and you did make it!" She yelled happily as she pulled him into a tight hug.

"Derpy I'm happy to see you too but if you keep squeezing me you're going to choke me to death!" He choked at her.

"Sorry." She said letting him go and standing up with him.

They went over to the benches and sat down, both because the Doctor was now gasping for breath after Derpy squeezing him so tightly, and because there were some things he needed to tell he before they went up. Sitting down he wondered what to say first, but she made the first move by pulling the bell she had found and hung it around his neck.

"I made this for you while I was waiting for you to show up." She said, and he noticed that she had used the string normally used to tie the key to the Tardis to her mane to keep the bell from slipping away from him. "I know it's not much, but it's my way of telling you that I'm right there beside you when you face the next trial, and to remind you that I'll be waiting for you at the next landing."

"Thanks Derpy." He said as he looked at the bell hanging from his neck. "Well, just one more climb to go, and then we can walk through the door at the end together."

"One more time… and you better make sure you'll be there Doctor." She said.

The Doctor nodded at her and readied himself to get up and head to the confessional. But just before he got up, he hesitated and sat back down. Derpy looked at him in confusion, not realizing what he was bracing himself to do. His hearts pounded as he glanced at his assistant's eyes, her golden crisscrossed eyes, and her golden mane that made her look more beautiful than any mare he had ever seen.

"Derpy… there's something I have to tell you… but I can't describe it with words…"

"What is it Doctor?" She asked nervously.

"It's… this." He said and pulled Derpy toward him into a deep, passionate and long overdue kiss.

"Mmmph…" She mumbled at first… but soon her eyes closed and she melted into the kiss as well, returning the kiss to him. She didn't even notice her wing's flaring up the moment he had kissed her.

They stayed that way for a while… enjoying their very first kiss with each other. Neither of them parted and simply continued kissing each other, forgetting the nightmare around them, ignoring the shaking of the landing, and completely forgetting the fact that this may very well be the last time they ever could share such an intimate moment.

For this moment in time, everything that the two of them had wanted from the other came true, Ditzy had wanted the Doctor to express his feelings for her, and he had wanted to gather the courage to tell her of how he truly felt about her. For one fleeting moment in the history of the universe, everything was perfect.

Finally they parted and stared into each other's eyes. "Wait for me Derpy, just a little longer alright?"

Derpy nodded at him, blushing furiously at the sight of her flared up wings. "I'll wait a thousand years if that's what you want Doctor… I'll wait forever just to have one more kiss with you."

He smiled and finally got up, and with her by his side, headed toward the confessional and then separated and entered their respected booths. He closed the curtain and sat down to begin the final session with Astaroth.

_You two sure enjoyed that didn't you, saying your final goodbyes just in case little lamb_

"No I'm not saying goodbye, I'm just giving her a reason to wait for me, and myself to climb even faster."

_Oh I can't wait to see how much faster you can climb then, in fact let's get straight to my fourth and final question so we can get to the next level, are you ready…_

"Yes, let's have it." He said.

_My fourth and final question to you is this. Do you have any lingering desires for a life of excitement, of adventure and wonders that the universe has to offer you?_

"None." He said simply. "Once this is over, my excitement will be in living with Derpy for the rest of our lives."

_I see, I like your answer to that… well this is goodbye for now, if you succeed in reaching the top I will have a special surprise for you… until then…good luck, you're going to need it hahahaahahahaahahahaaa_

The Doctor felt the booth shake and moments later the curtain opened up to reveal the final tower of the night. He climbed out and looked around for his opponent, knowing she had not given up the fight yet.

_(note from Anasi, Keep replaying this song until you finish this part boys an girls*wink*)_

**/watch?v=IbV1awjnNm8**

**-You little cheat, how dare you make it this far!- **She called to him from below. **–To think you could have made it all this way, it's unbelievable, and all for a klutz you call an assistant. What is it about that little wretch that makes her worth all this trouble?-**

The Doctor leaned over the edge and stared down at Lola as she sat looking up at him angrily in her chair. "You wouldn't understand it would you Lola, you always had men probably fawning over you because you appeared as their ideal girl." He replied. "Yet the stallions you dealt with over the past few days never once really liked you, nor did they seem interesting once you discovered me. You probably never have been truly loved by anyone either, and the sight of so many stallions in love with their marefriends made you so jealous that you took great pleasure in separating them!"

She looked up angrily as she held her syringe in one hoof and the gavel in the other. "She isn't like you, she doesn't try to give me whatever I want, she gives me what I need, and that is someone who genuinely cares about my well-being. Derpy has risked her life to save me more times than I can count, and I gladly do the same for her each and every time she needs me. You can be any mare I could want, but you can never be HER, and that is what that mare can be that YOU CAN'T BE!"

**-So you would still choose her over me huh, well in that case I better make sure you won't remember her ever again. I've had enough fun with you Doctor…- **She growled as she jumped off the chair and fell into the dark abyss below her. **–Now it's time to get serious, let's see how you handle me when PLAYTIME IS OVER!-**

She rose up from the darkness and she was no longer the pony he had remembered. She had taken her true form of a succubus. She looked like a human female with bat like wings sprouting from her shoulders. She had a bikini to cover her breasts and small panties as well as knee high boots with high heels at the bottom. Horns sprouted from her head and her skin was a light shade of purple, her eyes were red and her hands ended in large claws. In her clawed hands she still held the large syringe and strapped to her waist was the gavel. Two spare tanks of the liquid were hanging by a chain from her arms.

"Well I did NOT see that coming." He screamed as he backed away from the angry succubus as she grinned at him to reveal razor sharp fangs.

**-If I can't have you Doctor… then nobody else will have you, LET ALONE THAT PATHETIC MARE!- **She roared as she took the syringe and held it, ready to unleash its deadly acid against him and the tower again.

"Oh no you don't, you are not keeping me from that mare you hear me Lola." He shouted defiantly at her, knowing she was at least fifty times his size. "That mare is waiting for me at the top of this tower, and I made her a promise that I wouldn't keep her waiting long."

He took one look at the succubus Lola and shouted his final cry to the heavens above. "I'M COMING DERPY!"

He started climbing and Lola immediately took aim with the syringe. **–Don't make this harder then you have to Doctor…- **She said as she released the syringe's acid. **–You can still pick me; it's not too late…-**

He ignored her and propelled himself up four levels thanks to a spring block he uncovered from one of the mystery blocks. He flew up another five levels before she used the next weapon in her arsenal, the gavel.

**-You continue to impress me, yet you also continue to REJECT ME!- **She yelled as she smacked the gavel against the tower, causing an entire row to become bomb blocks.

He climbed the next layer quickly to avoid the bombs, but she took the gavel again and swung at the tower, causing another row of blocks to become ice blocks. This nearly caused him to fall to his doom but fortunately he landed on a spring block below and regained his lost ground.

**-Maybe if I gave you a breath of fresh air, you'll think more clearly about your decision.- **She said and started flapping her wings at him, causing him to lose his footing and fall down a layer. Still he recovered fast and climbed again, twice as fast as he was doing before.

"You're going to have to do better than that Lola!" He yelled as he climbed another two layers.

**-How about a classic then, it's time to play Doctor and Nurse!- **She said as she refilled her syringe and sprayed more acid at the tower, causing sections of to melt and fall away.

"Sorry not that kind of Doctor, but thanks for the invitation!" He said as he barely avoided being hit by the acid.

**-Look into my eyes Doctor; I have something to show you!- **She said and her eyes glowed as he turned out of sheer instinct.

He lost his sense of direction and he almost thought he was falling. But after a few seconds he realized that this was no different than the time he was hit by pink dust and his limbs started acting in reverse. He began to regain his sense of direction and continued climbing, although his speed was severely impacted. Still he was able to make good progress, slowing down only to realize that the sensation had ended. Then his progress upwards increased, and he began noticing a change in the scenery. The clouds in the background were getting whiter and fluffier, and the golden light became more prominent the higher he climbed.

**-You're not supposed to go that fast!- **She screamed in anger as she fired the last of her acid at him through the syringe, but she missed and only hit the lower half of the tower, and he was well past it thanks to some poorly placed spring blocks on her part.

"Told you that nothing would keep me from my assistant!" He shouted as he heard the sound of the bells ringing above him. He looked up and saw the light of a male lever hanging, waiting for him to pull it down and summon the staircase to the final landing.

**-No you won't win; I won't allow you to win!- **She screamed and took the gavel and smashed it against the last few layers of blocks above him. They changed from whatever block they were and became a trio of portal filled block rows.

The Doctor noticed that his path was completely blocked now, with no trace of another spring block in sight, he had no way to climb higher. "You're cheating, I can't get past that! How is this a fair fight?" He called out as she dropped the now broken gavel into the abyss below.

**-That's the point, I told you that I would WIN tonight.- **She laughed manically as she watched him stand there helplessly. **–I told you that you would be mine, and NOW YOU SHALL BE MINE! AHAHAHAHAHA AH AHAHAHAAHAHA!-**

The Doctor looked around desperately for a means of climbing up to the pulley above, but there was nothing in sight. There was nothing for him to use however, no bomb blocks to disable the portal blocks, no spring blocks to bypass them with, nothing for him to climb on either. He was completely trapped.

"No this can't be, I can't lose here, not when I'm so close!" He shouted hopelessly as he shook his head in desperation.

Suddenly he heard the bell hanging from his neck ring, and a second later a portal block in front of him glowed and turned into a normal block. He opened his eyes widely at what just happened, and pulled the bell excitedly from his neck.

**-No way… HOW DID YOU GET THAT BELL!- **Lola screamed in furry.

"A gift from my assistant." He replied, and started ringing the bell in front of him. With each ring the portal blocks glowed and became normal blocks, and soon he had transformed more than enough to climb higher safely. He climbed the last three layers and pulled the lever, summoning the final stack of carpet blocks.

**-NOOOOOOOOOOOOOOO- **Lola screamed as a beam of light forced her down, preventing her from making any attempt to stop him.

He climbed the stack of carpet covered blocks for several minutes, until he saw the landing just twelve more blocks above him, and then he heard the sound of flapping rising from below. He turned and saw Lola, in her succubus form and the same size as him. She was covered in scars and bruises but still flapped up to him.

**/watch?v=SkDc591HcLs **

"You win Doctor, but… I just want to know one thing before you climb up onto the landing." She said in a defeated but curious voice. "Please, I want to know what it is about her that I don't have. Tell me why you fought so hard for a mare like her?

The Doctor smiled gently and looked up at the landing, knowing Derpy was waiting for him but would have to wait just a few more moments. "She is a special mare; she's clumsy and can't walk straight without a map to guide her. She isn't the prettiest mare nor is she the smartest. In fact her cooking is average at best, and she only knows how to make muffins well enough on her own."

"Then why her, I can do anything, name it." Lola asked incredulously. "You could have me, and never want for anything else!"

"Maybe… but it's those same qualities about her that make me love her." He said, turning to Lola again. "She's got the kindest heart you could ever have; she hasn't got a mean or cruel bone in her body. It's that sweet and kind innocence of hers that makes me love her so much. It's also those same down sides that make me want to be with her, not just to help her but to share those moments with her. Sometimes… sometimes it's the people who can't give us anything, that can really give us everything. And Derpy is that special mare that can give me everything without giving me anything."

Lola looked at him and closed her eyes, not in sadness but in acceptance. "Lucky girl…" She whispered as she turned and descended back into the darkness below. "Get going lover boy, a girl doesn't like to be kept waiting."

He nodded and continued climbing, and within two minutes he climbed onto the landing. What he saw amazed him.

**/watch?v=3vx5NcLA3nc**

There were huge benches on both sides of a single untouched garnet carpet lined with candles as it wound its way to a large double door with the insignia of male and female engraved on both sides. Occupying those benches were hundreds and hundreds of ponies, all clapping and applauding him as he climbed onto the landing. All of them were cheering in loud voices at him as he looked around at them all.

"DOCTOR!" Derpy cried as she ran to him and pulled him into a tight hug, which he returned as he held him close to her. "He brought them all back, their all here waiting for you and me to pass through the doors! He said only we can pass through because YOU beat the passage of heaven!"

Derpy pointed at the door and noticed that none of the other ponies were making any attempt to go to the door. "Will they remember, I mean did he…"

_I keep my promises little lamb, once they wake up, all of their memories I removed will be restored, although I will keep the nightmares themselves to me, but nevertheless their feelings and emotions will be restored. Now go on, walk through the door… you have earned your wish and once you pass through it shall be granted._

He smiled and held his hoof out to Derpy, which she took happily, and together they walked down the aisle toward the door. The ponies who recognized him cheered and applauded, and not only stallions but mares cheered and called out congratulations to him, each and every one of the knowing what he had done and wishing blessings of happiness and eternal love upon him and Derpy.

Derpy smiled and blushed as she heard the blessing being wished upon them. They reached the door, and the Doctor pushed the door with the male symbol open, while she pushed the door with the female symbol open. They looked at each other one final time, leaned toward each other and gave a kiss on the cheek as the doors closed behind them.

_Congratulations little lamb… enjoy your life with your special mare… _Astaroth said before the doors closed.

**/watch?v=Tc_EB9lODiA**

The Doctor woke up next to Derpy and checked the time, remembering everything that happened that night.

=9:11 Am=

"Derpy wake up!" He shouted enthusiastically, feeling happier the he had ever felt. "We did it Derpy, we DID IT!"

Derpy woke up a second later, wide awake and smiling happily as well. "We did it Doctor, we beat the nightmare and restored all the memories of those ponies!"

They laughed and looked at each other before suddenly feeling embarrassed. "Uh… Doctor… did we have our… I mean are we…"

He nodded in understanding and leaned toward her, and with very little persuasion… pulled her into a full blown, very deep, and very passionate kiss. It lasted even longer than their dream one, and once they pulled apart they were both blushing.

"Now… we've had our first real kiss." He whispered to her. "Shall we go back to Ponyville and prepare for Heart's and Hooves day, my marefriend?"

"Yes… lets…" Derpy cooed as she leaned forward and pulled him into their second kiss.

=…

=...

=…

=…

/watch?v=KC5kHf58GMI

=Two days later, Hearts and Hooves Day, Ponyville, 9:32 Pm=

=Ditzy Doo (Derpy)=

"I am so tired Doctor…" Derpy whispered as the two of them walked into her home after a full day of romance and happiness on the best day of their lives.

"Same here Derpy… same here." He whispered as he followed her into her living room.

They had just spent the entire day celebrating Heart's and Hooves Day with all of the other couples in Ponyville; they had even announced their engagement to each other publicly. First the Doctor had treated Derpy to a beautiful picnic in front of a new fountain being displayed. Then when lunch came around they went off and danced like it was going out of style, and had a romantic time after that when dinner came around.

Derpy could only describe that day as being perfect, everything was wonderful now.

Yet there was only one way she could think of ending this, and she knew that he wasn't exactly going to turn away the suggestion.

"Well Doctor can you follow me for a moment?" She asked him quietly.

"Sure thing." He said.

She led the way to her bedroom and left only one light on as he entered it. "Derpy is this your bedroom?" He asked hesitantly.

"Yep this is where I sleep." She said turning to face him. "Listen Doctor I know you're excited about our wedding day… and the honey moon after that… but who said anything about having to wait for the honey moon to enjoy ourselves…"

Immediately she felt her wings starting to flare up as she leaned closer and whispered into his ears. "How about we start making some _**muffins**_… inside my _**oven**_?"

The Doctor smiled slyly as he leaned closer and kissed her deeply on the mouth. They parted and Derpy laid down on her bed, waiting for him to do the same. "Well Derpy, all I have to say is that… you look a little sick to me… I think you need a _**physical**_." He whispered as he turned the lights off and walked over to her. "I think the Doctor is now in…"

Derpy would always remember and cherish Heart's and Hooves Day as the happiest day of her life… now she went from having the best day of her life… into the best night of her life, and the same was said for the Doctor.


	13. Parting Words A Sneak Peak

Parting Words and Future Glimpse

**/watch?v=7gzFjjCWvPE**

I love a happy ending don't you boys an girls? It was a long road and a long trip but here we are, the night is almost over and our story has finally ended. Of course I hope you all enjoyed the story, because well, that ending was most definitely worth the wait.

I cannot believe what I saw that last chapter, and I'm the one tellin the tale, can you believe that Lola had a sister who happened to have the same name as her?

Still at the end the Lola that was trying to steal the Doctor away finally understood that he would not be persuaded from his lovely assistant. And speaking of those two, sorry boys an girls I know you were wantin to see more, but hey this isn't rated T for Teens for notin… but I think we all know what was going on there. *chuckle*

Now lets get back to the story… tell me did you all see that easter egg that the boss put in? Anasi… Ananzi… hmm sound similar don't they?

Hey now don't gime that look, I hada give you all some kinda clue didn't I?

Still I'll let you all figure out the backstory behind the name on your own, what's the point of a good cliffhanger if you don't have any reason to find out what happens?

Well anyway I think I owe you all an explanation or two don't I?

I think it concerns the nightmare monsters that the Doctor encountered in his journey. Each and every one of the nightmare monsters was constructed using his fears, doubts, and inner thoughts.

The first one, known as the Forgotten eyes, was his own representation of Derpy. He was trying to ignore his inner feelings for her and merely see her as his assistant, which is why she constantly called out to him, asking him why he can't see her as anything BUT an assistant.

The second one, called the Lovesick Mare, was his own personal feeling towards a mare he slept with, Nurse Lola, and how she seemed to be more then she appeared to be as she seemed to be everything the Doctor wanted to be and have in an assistant, and something more.

The third was known as the Siren Mare, and boy was it clearly obvious of what it represented. The Doctor's inner fascination with Lola on the outside and how she continued to try and seduce him into a relationship with her was what brought this little thing into life. As we all know though, nothing in life is as it seems… as removing her clothes revealed at the end of the nightmare.

Number four became known as the Alicorn Assistant, and what a number that was. That one came into being when the Doctor was faced with the knowledge that Lola was helping him solve the mystery of Manehattan, and didn't know if she was more help than his assistant was. This was represented by the mismatched body parts of Derpy and Lola, coming together to create a Frankenstein monster in the form of an alicorn.

The fifth one up to bat, known as the Scorned Mare, was a very obvious one. His inner fear that Derpy hated him and might never forgive him for what he did created this little devil. A vengeful Derpy wanting to kill the Doctor for betraying and breaking her heart, glad he got past that as fast as he did. Boys, never underestimate the power of a scorned woman. Hell hath no fury like her *wink*.

Number six was the Discorded Stallion, an evil and sinister version of the Doctor's inner voice, berating and casting doubt upon him as he blamed himself for causing Derpy such problems. This being came into life when the Doctor admitted to himself that he was in love with his assistant and regretted how long he had taken, and how stupid he was for being so blind to the truth. Poor fellow, but we all gata wait up some time am I right?

Number seven was a doozy, Lola, self-explanatory I think. Faced with the fear that Lola might return into his life to try and separate or harm his assistant after finally admitting the truth and making amends created this monster in the Doctor's imagination. He just doesn't have luck with the ladies does he?

Number Eight and Nine are both not of his creation, but still have significance to his nightmare. Lola in the director's chair, carrying her trademark syringe needle of a nurse and wielding the gavel belonging to the previous creator of these towers, signifies that she is now in charge of the nightmare and she is determined to see him fall. When she decides to get serious she shed's her disguise of a mare and reveals herself as the succubus she truly is, and boy is she a looker, but she is far from nice as she tries to stop him with everything at her disposal.

There you go each and every one of them listed for your understanding pleasure…

That ending… can you believe what happened? Lola finally admits her fault in trying to claim the Doctor for her own, and as he describes what it is about Derpy that drives him so, she smiles and says how lucky that Derpy is. Do you think she's lucky… who knows… maybe she is lucky, to have a stallion like the Doctor in her life.

Well that's that boys and girls, we are done with this story. Oh I'm just so happy to finally be done with this tale… now I can go to bed and prepare for the next night we come here… but speaking of tales… I can't help but feel bothered at what happens next right? You feel the same way… we all wanna know what happens after that night the Doctor and Derpy came together and sealed the bonds of lovee between them.

Well the good news for you, is that the fun part of stories, is that there never is a true ending for them… there's always something more to be seen… so gather around one last time… and let me give you a glimpse of what happens next, and a sneak peak… at the next story the boss has lined up for you all…

Come closer boys and girls… and listen to the final part of the tale… of Doctor Whooves and Ditzy Doo.

**/watch?v=_qPtuOfQbyI**

=Several Months Later, 4:34 Pm, The Doctor=

The Doctor watched the sun beginning its descent toward the horizon with his wife Derpy Hooves. They sat there in silence, simply enjoying the scenery around them. They were sitting in the yard of her home, happily enjoying a lunch comprising mostly of Derpy's home made muffins in the shade of the Tardis' new disguise.

A few months ago he had done some tweaking to the Tardis' disguise systems and changed them so that it could take the form of a tree. He kept the old police box disguise in the memory for sheer nostalgia's sake, but he doubt he would be using it anytime soon. He was happy to stay in Equestria with his new life ahead of him. A life filled with happiness, and muffins, with his lovely Ex-Assistant Derpy, now newly appointed wife.

They came back from their honey moon two months ago and were enjoying a quiet sunset together, as they often did nowadays.

"It's so peaceful and quiet." She whispered as the sun slowly made its way to the horizon. 'Isn't it dear?"

He turned to look at her and nodded in agreement, indeed it was peaceful and quiet. He noticed her eyes were 'derped' as they were often called by ponies. One eye was watching as the sun set, while the other looked at him. He chuckled at the sight, causing her eye's to focus on him now.

"What's so funny?" She asked playfully.

"Nothing, I just can't believe how cute you are." He said as he playfully nudged her onto her side.

She laughed but quickly pushed herself back up. "Careful honey, you know I can't be as… active as before." She said, pointing her large belly.

"I know Derpy."He said as he gently nuzzled her stomach, and could even hear the sound of their new filly waiting to come out and say hello to the new world. "You're due in about a month or so right?"

"Mhmm." She said as she watched him nuzzle her stomach. "We both agree on the name right?"

"Yes we do, I think Dinky Doo is a beautiful first and middle name for our filly." He said leaning forward so he could kiss Derpy on her lips.

They shared the kiss for a while, happiness warming both of their hearts and minds.

Finally they stopped to breath and he looked into his wife's eyes and said the same four words that he would never tire of saying. "I love you Derpy."

She nodded and leaned closer to his ear and whispered the exact same thing, but different. "I love you… Doctor."


End file.
